Common use of Conversion and Continuation Elections Clause in Contracts

Conversion and Continuation Elections. (a) The Borrower may, upon irrevocable written notice to the Agent in accordance with Subsection 3.2(b): (i) elect, as of any Business Day, in the case of Base Rate Loans to convert any such Loans (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into LIBOR Rate Loans; or (ii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans, provided further that if the notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower shall deliver a Notice of Conversion/Continuation (substantially in the form of Exhibit D or another form acceptable to the Agent) (each, a "Notice of Conversion/Continuation") to be received by the Agent not later than 11:00 a.m. (New York City time) at least three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as LIBOR Rate Loans and specifying: (i) the proposed Conversion/Continuation Date; (ii) the aggregate amount of Loans to be converted or renewed; (iii) the type of Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If upon the expiration of any Interest Period applicable to LIBOR Rate Loans, the Borrower has failed to timely select a new Interest Period to be applicable to LIBOR Rate Loans or if any Event of Default then exists, the Borrower shall be deemed (without the giving of a Notice of Conversion/Continuation) to have elected to convert such LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Lender. (e) During the existence of an Event of Default, the Borrower may not elect to have a Loan converted into or continued as a LIBOR Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than eight (8) different Interest Periods in effect with respect to the Borrower in the aggregate.

Conversion and Continuation Elections. (a) The So long as (i) no Event of Default or Default exists; (ii) Borrower shall not have sent any notice of termination of this Agreement; and (iii) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Credit Extensions, Borrower may, upon irrevocable written notice to the Agent in accordance with Subsection 3.2(b):Bank: (i1) elect, as of elect to convert on any Business Day, Prime Rate Credit Extensions in the case an amount equal to One Million Dollars ($1,000,000.00) or any integral multiple of Base Rate Loans One Million Dollars ($1,000,000.00) in excess thereof into LIBOR Credit Extensions; (2) elect to convert continue on any Interest Payment Date any LIBOR Credit Extensions maturing on such Loans Interest Payment Date (or any part thereof in an amount not less than equal to One Million Dollars ($1,000,000, 1,000,000.00) or that is in an any integral multiple of One Million Dollars ($1,000,000 in excess thereof1,000,000.00) into LIBOR Rate Loans; or (ii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is Credit Extensions shall have been reduced, by payment, prepayment, or conversion of part thereof thereof, to be less than One Million Dollars ($1,000,0001,000,000.00), such LIBOR Rate Loans Credit Extensions shall automatically convert into Base Prime Rate LoansCredit Extensions, provided further that if and on and after such date the notice right of Borrower to continue such Credit Extensions as, and convert such Credit Extensions into, LIBOR Credit Extensions shall fail terminate; or (3) elect to specify the duration of the convert on any Interest Period, Payment Date any LIBOR Credit Extensions maturing on such Interest Period shall be one monthPayment Date (or any part thereof in an amount equal to One Million Dollars ($1,000,000.00) or any integral multiple of One Million Dollars ($1,000,000.00) in excess thereof) into Prime Rate Credit Extensions. (b) The Borrower shall deliver a Notice of Conversion/Continuation (substantially in the form of Exhibit D or another form acceptable to the Agent) (each, a "Notice of Conversion/Continuation") accordance with Section 10 to be received by the Agent not later than 11:00 a.m. (New York City time) Bank prior to 12:00 p.m. Eastern time at least (i) three (3) Business Days in advance of the Conversion/Conversion Date or Continuation Date, if the Loans any Credit Extensions are to be converted into or continued as LIBOR Credit Extensions; and (ii) one (1) Business Day in advance of the Conversion Date, if any Credit Extensions are to be converted into Prime Rate Loans and specifyingCredit Extensions, in each case specifying the: (i1) the proposed Conversion/Conversion Date or Continuation Date; (ii2) the aggregate amount of Loans the Credit Extensions to be converted or renewedcontinued which, if any Credit Extensions are to be converted into or continued as LIBOR Credit Extensions, shall be in an aggregate minimum principal amount of One Million Dollars ($1,000,000.00) or in any integral multiple of One Million Dollars ($1,000,000.00) in excess thereof; (iii3) the type nature of Loans resulting from the proposed conversion or continuation; and (iv4) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If upon the expiration of any Interest Period applicable to any LIBOR Rate LoansCredit Extensions, the Borrower has shall have failed to timely select a new Interest Period to be applicable to such LIBOR Rate Loans or if any Event of Default then existsCredit Extensions, the Borrower shall be deemed (without the giving of a Notice of Conversion/Continuation) to have elected to convert such LIBOR Credit Extensions into Prime Rate Loans into Base Rate Loans effective as of the expiration date of such Interest PeriodCredit Extensions. (d) The Agent will promptly notify each Lender Any LIBOR Credit Extensions shall, at Bank’s option, convert into Prime Rate Credit Extensions in the event that (i) an Event of its receipt of a Notice of Conversion/Continuation. All conversions and continuations Default or Default shall be made ratably according to exist, or (ii) the respective outstanding aggregate principal amounts amount of the Loans with respect Prime Rate Credit Extensions which have been previously converted to which LIBOR Credit Extensions, or the notice was given held by each Lenderaggregate principal amount of existing LIBOR Credit Extensions continued, as the case may be, at the beginning of an Interest Period shall at any time during such Interest Period exceed the Revolving Line. (e) During Notwithstanding anything to the existence of an Event of Defaultcontrary contained herein, the Borrower may not elect to have a Loan converted into or continued as a LIBOR Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may Bank shall not be more than eight (8) different Interest Periods in effect with respect required to the Borrower purchase United States Dollar deposits in the aggregateLondon interbank market or other applicable LIBOR market to fund any LIBOR Credit Extensions, but the provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund the LIBOR Credit Extensions.

Conversion and Continuation Elections. (a) The Borrower Company may, upon irrevocable written notice to the Agent in accordance with Subsection 3.2(bsubsection 2.04(b): (i) elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of Loans denominated in Dollars, to convert any such Loans (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 thereofthe Minimum Tranche) into LIBOR Rate LoansLoans in Dollars of any other Type; or (ii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereofthe Minimum Tranche); provided, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans, provided further that if the notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower Company shall deliver a Notice of Conversion/Continuation (substantially in the form of Exhibit D or another form acceptable to the Agent) (each, a "Notice of Conversion/Continuation") to be received by the Agent not later than 11:00 a.m. 12:00 noon (New York City Chicago time) at least (i) three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as LIBOR Offshore Rate Loans denominated in Dollars; (ii) four Business Days in advance of the continuation date, if the Loans are to be continued as Offshore Currency Loans; and (iii) one Business Day in advance of the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (iA) the proposed Conversion/Continuation Date; (iiB) the aggregate amount of Loans to be converted or renewedcontinued; (iiiC) the type Type of Loans resulting from the proposed conversion or continuation; and (ivD) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If upon the expiration of any Interest Period applicable to LIBOR Offshore Rate LoansLoans in Dollars, the Borrower Company has failed to timely select a new Interest Period to be applicable to LIBOR such Offshore Rate 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 Loans on or prior to the expiration date of such Interest Period, the Company shall be deemed (without the giving of a Notice of Conversion/Continuation) to have elected to convert such LIBOR Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If the 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, the 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 Lender Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the 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 Loans with respect to which the notice was given held by each LenderBank. (e) During Unless the Required Banks otherwise consent, during the existence of an a Default or Event of Default, the Borrower Company may not elect to have a Loan in Dollars converted into or continued as a LIBOR an Offshore Rate LoanLoan in Dollars or an Offshore Currency Loan continued on the basis of an Interest Period exceeding one month. (f) After giving effect to any conversion or continuation of Loans, unless the Agent shall otherwise consent, there may not be more than eight (8) nine different Interest Periods in effect with respect to the Borrower in the aggregateeffect.

Conversion and Continuation Elections. (a) The So long as (i) no Event of Default or Default exists; (ii) Borrower shall not have sent any notice of termination of this Agreement; and (iii) Borrower shall have complied with such customary procedures as Bank has established from time to time upon notice to Borrower for Borrower’s requests for LIBOR Credit Extensions, Borrower may, upon irrevocable written notice to the Agent in accordance with Subsection 3.2(b):Bank: (i1) elect, as of elect to convert on any Business Day, Prime Rate Credit Extensions in the case an amount equal to One Million Dollars ($1,000,000.00) or any integral multiple of Base Rate Loans One Million Dollars ($1,000,000.00) in excess thereof into LIBOR Credit Extensions; (2) elect to convert continue on any Interest Payment Date any LIBOR Credit Extensions maturing on such Loans Interest Payment Date (or any part thereof in an amount not less than equal to One Million Dollars ($1,000,000, 1,000,000.00) or that is in an any integral multiple of One Million Dollars ($1,000,000 in excess thereof1,000,000.00) into LIBOR Rate Loans; or (ii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is Credit Extensions shall have been reduced, by payment, prepayment, or conversion of part thereof thereof, to be less than One Million Dollars ($1,000,0001,000,000.00), such LIBOR Rate Loans Credit Extensions shall automatically convert into Base Prime Rate LoansCredit Extensions, provided further that if and on and after such date the notice right of Borrower to continue such Credit Extensions as, and convert such Credit Extensions into, LIBOR Credit Extensions shall fail terminate; or (3) elect to specify the duration of the convert on any Interest Period, Payment Date any LIBOR Credit Extensions maturing on such Interest Period shall be one monthPayment Date (or any part thereof in an amount equal to One Million Dollars ($1,000,000.00) or any integral multiple of One Million Dollars ($1,000,000.00) in excess thereof) into Prime Rate Credit Extensions. (b) The Borrower shall deliver a Notice of Conversion/Continuation (substantially in the form of Exhibit D or another form acceptable to the Agent) (each, a "Notice of Conversion/Continuation") accordance with Section 10 to be received by the Agent not later than Bank prior to 11:00 a.m. (New York City time) Pacific time at least (i) three (3) Business Days in advance of the Conversion/Conversion Date or Continuation Date, if the Loans any Credit Extensions are to be converted into or continued as LIBOR Credit Extensions; and (ii) one (1) Business Day in advance of the Conversion Date, if any Credit Extensions are to be converted into Prime Rate Loans and specifyingCredit Extensions, in each case specifying the: (i1) the proposed Conversion/Conversion Date or Continuation Date; (ii2) the aggregate amount of Loans the Credit Extensions to be converted or renewedcontinued which, if any Credit Extensions are to be converted into or continued as LIBOR Credit Extensions, shall be in an aggregate minimum principal amount of One Million Dollars ($1,000,000.00) or in any integral multiple of One Million Dollars ($1,000,000.00) in excess thereof; (iii3) the type nature of Loans resulting from the proposed conversion or continuation; and (iv4) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If upon the expiration of any Interest Period applicable to any LIBOR Rate LoansCredit Extensions, the Borrower has shall have failed to timely select a new Interest Period to be applicable to such LIBOR Rate Loans or if any Event of Default then existsCredit Extensions, the Borrower shall be deemed (without the giving of a Notice of Conversion/Continuation) to have elected to convert such LIBOR Credit Extensions into Prime Rate Loans into Base Rate Loans effective as of the expiration date of such Interest PeriodCredit Extensions. (d) The Agent will promptly notify each Lender Any LIBOR Credit Extensions shall, at Bank’s option, convert into Prime Rate Credit Extensions in the event that (i) an Event of its receipt of a Notice of Conversion/Continuation. All conversions and continuations Default or Default shall be made ratably according to exist, or (ii) the respective outstanding aggregate principal amounts amount of the Loans Prime Rate Credit Extensions which have been previously converted to LIBOR Credit Extensions, or the aggregate principal amount of existing LIBOR Credit Extensions continued, as the case may be, at the beginning of an Interest Period shall at any time during such Interest Period exceed the Revolving Line. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, charge the Designated Deposit Account or any other account (other than any payroll, trust, or escrow accounts) Borrower maintains with respect Bank) any amounts required to which compensate Bank for any loss (including loss of anticipated profits), cost, or expense incurred by Bank, as a result of the notice was given held by each Lenderconversion of LIBOR Credit Extensions to Prime Rate Credit Extensions pursuant to this Section 3.5(d). (e) During Notwithstanding anything to the existence of an Event of Defaultcontrary contained herein, the Borrower may not elect to have a Loan converted into or continued as a LIBOR Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may Bank shall not be more than eight (8) different Interest Periods in effect with respect required to the Borrower purchase United States Dollar deposits in the aggregateLondon interbank market or other applicable LIBOR market to fund any LIBOR Credit Extensions, but the provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund the LIBOR Credit Extensions.

Conversion and Continuation Elections. (a) The So long as (i) no Event of Default exists; (ii) Borrower shall not have sent any notice of termination of this Agreement; and (iii) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Advances, Borrower may, upon irrevocable written notice to the Agent in accordance with Subsection 3.2(b):Bank: (i1) elect, as of elect to convert on any Business Day, in the case of Base Prime Rate Loans to convert any such Loans (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) Advances into LIBOR Rate LoansAdvances; (2) elect to continue on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date; or (ii3) elect, as of the last day of the applicable elect to convert on any Interest Period, to continue Payment Date any LIBOR Rate Loans having Interest Periods expiring Advances 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); provided, that if at any time the aggregate amount of LIBOR Interest Payment Date into Prime Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans, provided further that if the notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one monthAdvances. (b) The Borrower shall deliver a Notice of Conversion/Continuation (substantially in the form of Exhibit D or another form acceptable to the Agent) (each, a "Notice of Conversion/Continuation") by electronic mail to be received by the Agent not later than 11:00 a.m. Bank prior to 12:00 p.m. Eastern time (New York City timei) at least three (3) Business Days in advance of the Conversion/Conversion Date or Continuation Date, if the Loans any Advances are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances are to be converted into Prime Rate Loans and specifyingAdvances, in each case specifying the: (i1) the proposed Conversion/Conversion Date or Continuation Date; (ii2) the aggregate amount of Loans the Advances to be converted or renewedcontinued; (iii3) the type nature of Loans resulting from the proposed conversion or continuation; and (iv4) if the resulting Advance is to be a LIBOR Advance, the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If upon the expiration of any Interest Period applicable to any LIBOR Rate LoansAdvances, the Borrower has shall have timely failed to timely select a new Interest Period to be applicable to such LIBOR Advances or request to convert a LIBOR Advance into a Prime Rate Loans or if any Event of Default then existsAdvance, the Borrower shall be deemed (without the giving of a Notice of Conversion/Continuation) to have elected for any such LIBOR Advances, to convert such LIBOR Advances into Prime Rate Loans into Base Rate Loans effective as of the expiration date of such Interest PeriodAdvances. (d) The Agent will promptly notify each Lender Any LIBOR Advances shall, at Bank’s option, convert into Prime Rate Advances in the event that (i) an Event of its receipt of a Notice of Conversion/Continuation. All conversions and continuations shall be made ratably according to Default exists, or (ii) the respective outstanding aggregate principal amounts amount of the Loans Prime Rate Advances which have been previously converted to LIBOR Advances, or the aggregate principal amount of existing LIBOR Advances continued, as the case may be, at the beginning of an Interest Period shall at any time during such Interest Period exceeds the Availability Amount. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit the Designated Deposit Account or any other account Borrower maintains with respect Bank) any amounts required to which compensate Bank for any loss (including loss of anticipated profits), cost, or expense incurred by Bank, as a result of the notice was given held by each Lenderconversion of LIBOR Advances to Prime Rate Advances pursuant to this Section 3.5(d). (e) During Notwithstanding anything to the existence of an Event of Defaultcontrary contained herein, the Borrower may not elect to have a Loan converted into or continued as a LIBOR Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may Bank shall not be more than eight (8) different Interest Periods in effect with respect required to the Borrower purchase Dollar deposits in the aggregateLondon interbank market or other applicable LIBOR market to fund any LIBOR Advances, but the provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund the LIBOR Advances.

Conversion and Continuation Elections. (a) The Borrower may, upon irrevocable written notice to the Agent in accordance with Subsection 3.2(b): (i) elect, as of any Business Day, in the case of Base Rate Loans to convert any such Loans (or any part thereof in an amount not less than $1,000,0002,000,000, or that is in an integral multiple of $1,000,000 500,000 in excess thereof) into LIBOR Rate Loans; or (ii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,0002,000,000, or that is in an integral multiple of $1,000,000 500,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,0002,000,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans, provided further that if and on and after such date the notice shall fail to specify the duration right of the Interest PeriodBorrower to continue such Loans as, and convert such Interest Period Loans into, LIBOR Rate Loans, as the case may be, shall be one monthterminate. (b) The Borrower shall deliver a Notice of Conversion/Continuation (substantially in the form of Exhibit D or another form acceptable to the Agent) (each, a "Notice of Conversion/Continuation") to be received by the Agent not later than 11:00 a.m. (New York City time) at least three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as LIBOR Rate Loans and specifying: (i) the proposed Conversion/Continuation Date; (ii) the aggregate amount of Loans to be converted or renewed; (iii) the type of Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If upon the expiration of any Interest Period applicable to LIBOR Rate Loans, the Borrower has failed to select timely select a new Interest Period to be applicable to LIBOR Rate Loans or if any Default or Event of Default then exists, the Borrower shall be deemed (without the giving of a Notice of Conversion/Continuation) to have elected to convert such LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Lender. (e) During the existence of an a Default or Event of Default, the Borrower may not elect to have a Loan converted into or continued as a LIBOR Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than eight (8) five different Interest Periods in effect with respect to the Borrower in the aggregateeffect.

Conversion and Continuation Elections. (a) The Borrower Company may, upon irrevocable written notice to the Agent in accordance with Subsection 3.2(bsubsection 2.04(b): (i) elect, as of any Business Day, in the case of Base Rate Loans Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of Loans, to convert any such Loans (or any part thereof in an amount not less than $1,000,00010,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into LIBOR Rate LoansLoans of any other Type; or (ii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,00010,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,00010,000,000, such LIBOR Offshore Rate Loans shall automatically convert into Base Rate Loans, provided further that if and on and after such date the notice shall fail to specify the duration right of the Interest PeriodCompany to continue such Loans as, and convert such Interest Period Loans into, Offshore Rate Loans shall be one monthterminate. (b) The Borrower Company shall deliver a Notice of Conversion/Continuation (substantially in the form of Exhibit D or another form acceptable to the Agent) (each, a "Notice of Conversion/Continuation") to be received by the Agent not later than 11:00 9:00 a.m. (New York City San Francisco time) at least (i) three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as LIBOR Offshore Rate Loans, and (ii) on the Conversion/Continuation Date, if the Loans and are to be converted into Base Rate Loans, specifying: (iA) the proposed Conversion/Continuation Date; (iiB) the aggregate amount of Loans to be converted or renewed;continued; and (iiiC) the type Type of Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If upon the expiration of any Interest Period applicable to LIBOR Offshore Rate Loans, (i) the Borrower Company has failed to timely select deliver a new Interest Period to be applicable to LIBOR Rate Loans Notice of Conversion/Continuation or if (ii) any Default or Event of Default then exists, the Borrower Company shall be deemed (without the giving of a Notice of Conversion/Continuation) to have elected to convert such LIBOR Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the 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 Loans with respect to which the notice was given held by each LenderBank. (e) During Unless the Majority Banks otherwise consent, during the existence of an a Default or Event of Default, the Borrower Company may not elect to have a Loan converted into or continued as a LIBOR an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, unless the Agent shall otherwise consent, there may not be more than eight (8) different six Interest Periods in effect with respect to the Borrower in the aggregateeffect.

Conversion and Continuation Elections. (a) The Borrower Borrower's Designee may, upon irrevocable written notice to the Agent in accordance with Subsection 3.2(b): (isubsection 2.4(b) elect, as of any Business Day, in the case of Base Rate Canadian Dollar Advances or U.S. Dollar Loans or on the maturity date of Loans in the form of outstanding maturing Bankers' Acceptances or as of the last day of the applicable Interest Period, in the case of any LIBOR Loans, to continue or convert any such Loans (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 thereofa Minimum Amount) into LIBOR Rate Loans; or (ii) elect, as Loans of the last day of the applicable Interest Period, to continue any LIBOR Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof)other Type; provided, that if at any time the aggregate --------- amount of LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,0001,000,000 (U.S.), such LIBOR Rate Loans shall automatically convert into Base Rate U.S. Dollar Loans, provided further that if and on and after such date the notice shall fail to specify the duration right of the Interest PeriodBorrower to continue such Loans as, and convert such Interest Period Loans into, LIBOR Loans shall be one monthterminate. (b) The Borrower Each such conversion and continuation of Revolving Loans shall deliver be made upon delivery by the Borrower's Designee of a Notice of Conversion/Continuation (substantially in the form of Exhibit D or another form acceptable to the Agent) (each, a ". Each such Notice of Conversion/Continuation") to Continuation must be received by the Agent (i) not later than 11:00 a.m. (New York City Toronto time) at least three Business Days in advance of the Conversion/Continuation Date, if any Loans are to be converted into or continued as LIBOR Loans; (ii) not later than 12:00 p.m. (Toronto time) two Business Days in advance of the Conversion/Continuation Date, if any Loans are to be converted into or continued as BA Advances (such continuation of a BA Advance also being referred to herein as a "rollover"); and (iii) not later than 12:00 p.m. (Toronto time) on the Conversion/Continuation Date, if the Loans are to be converted into Canadian Dollar Advances or continued as LIBOR Rate Loans and U.S. Dollar Loans, specifying: (iA) the proposed Conversion/Continuation Date; (iiB) the aggregate amount of Loans to be converted or renewedcontinued; (iiiC) the type Type of Loans resulting from the proposed conversion or continuation; and (ivD) other than in the case of conversions into BA Advances (as to which the provisions of subsection 2.4(d) shall also apply), Canadian Dollar Advances or U.S. Dollar Loans, the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If upon the expiration of any Interest Period applicable to LIBOR Rate Loans, the Borrower Borrower's Designee has failed to select timely select a new Interest Period to be applicable to such LIBOR Rate Loans Loans, or if any Event of Default then exists, the Borrower Borrower's Designee shall be deemed (without the giving of a Notice of Conversion/Continuation) to have elected to convert such LIBOR Rate Loans into Base Rate U.S. Dollar Loans effective as of the expiration date of such Interest Period. (d) A conversion from a BA Advance to another Type of Loan or a rollover of a BA Advance may occur only on the maturity date of the relevant Bankers' Acceptance and subject to the other terms of this Agreement. In connection with the maturity of Bankers' Acceptances, the Borrower shall do one or a combination of the following: (i) effect a rollover of such BA Advance by the Borrower's Designee delivering a Notice of Conversion/Continuation to the Agent in accordance with subsection 2.4(b) in which case the Borrower shall, on the relevant maturity date of the Bankers' Acceptances comprising such BA Advance, pay the Agent on behalf of the Banks an amount equal to the amount by which the face amount of the maturing Bankers' Acceptances exceeds the BA Proceeds of any Bankers' Acceptances newly issued in connection with such rollover (in respect of which the Borrower's Designee must separately deliver a Notice of Borrowing and comply with Article III); (ii) effect a conversion of such BA Advance into another Type of Loan pursuant to the foregoing subsections by obtaining a Loan, the proceeds of which are sufficient to pay the face amount of such maturing Bankers' Acceptances; or (iii) pay to the Agent an amount equal to the face amount of the Bankers' Acceptances comprising such BA Advance on their maturity. If the Borrower's Designee fails to so notify the Agent, or the Borrower fails to so pay the Bankers' Acceptances, the BA Advance shall be converted to a Canadian Dollar Advance on the maturity date of such Bankers' Acceptances. (e) The Borrower may effect a partial rollover of a BA Advance or a partial conversion into a BA Advance with the remainder of such maturing BA Advance being either converted or repaid in accordance with the provisions of this Agreement subject in all cases to the Borrower complying with the provisions of this Agreement. (f) The Agent will promptly notify each Lender Bank of its receipt of a Notice of Conversion/ContinuationContinuation of Revolving Loans, or, if no timely notice is provided by the Borrower's Designee in respect of a LIBOR Loan or a BA Advance, the Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations of Revolving Loans shall be made ratably according to the respective outstanding principal or face amounts of the Loans with respect to which the notice was given held by each LenderBank. (eg) During Unless the Majority Banks otherwise consent, during the existence of an Event of Default, neither the Borrower nor the Borrower's Designee may not elect to have a any Borrowing hereunder nor to have any Loan continued, rolled over or converted into or continued as a another Type of Loan (provided that during the existence of an Event of Default until the --------- Agent exercises any of its remedies referred to in Section 9.2, LIBOR Rate LoanLoans may be converted into U.S. Dollar Loans and BA Advances on maturity may be converted into Canadian Dollar Advances). (f) After giving effect to any conversion or continuation of Loans, there may not be more than eight (8) different Interest Periods in effect with respect to the Borrower in the aggregate.

Conversion and Continuation Elections. (a) The Borrower Borrowers may, upon irrevocable written notice to the Agent in accordance with Subsection 3.2(bSection 2.04(b): (i) elect, as of any Business Day, in the case of Base Rate Loans Loans, or as of the last day of the applicable Interest Period, in the case of any LIBOR Rate Loans, to convert any such Loans (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 thereofa Minimum Amount) into LIBOR Rate LoansLoans of any other Type; or (ii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereofa Minimum Amount); provided, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans, provided further that if the notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month.; (b) The Borrower Borrowers shall deliver a Notice of Conversion/Continuation (substantially in the form of Exhibit D or another form acceptable to the Agent) (each, a "Notice of Conversion/Continuation") to be received by the Agent (i) not later than 11:00 10:00 a.m. (New York City California time) at least three (3) Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as LIBOR Rate Loans, and (ii) prior to 10:00 a.m. (California time) on the Conversion/Continuation Date, if the Loans and are to be converted into Base Rate Loans, specifying: (i) the proposed Conversion/Continuation Date; (ii) the aggregate amount of Loans to be converted or renewedcontinued; (iii) the type Type of Loans resulting from the proposed conversion or continuation; and (iv) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period, provided, however, subject to the Borrower may not select an provisions of the definition of “Interest Period that ends after the Stated Termination DatePeriod” herein. (c) If upon the expiration of any Interest Period applicable to LIBOR Rate Loans, the Borrower has Borrowers have failed to select timely select a new Interest Period to be applicable to such LIBOR Rate Loans Loans, or if any Event of Default then exists, the Borrower Borrowers shall be deemed (without the giving of a Notice of Conversion/Continuation) to have elected to convert such LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Revolving Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by Borrowers, the Agent will promptly notify each applicable 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 Loans with respect to which the notice was given held by each Lender. (e) During Unless the Majority Lenders otherwise consent, during the existence of an Event of Default, the Borrower Borrowers may not elect to have a Loan made as, converted into or continued as a LIBOR Rate Loan. (f) After giving effect to any conversion or continuation of Loans, unless the Agent shall otherwise consent, there may not be more than eight (8) different Interest Periods in effect with respect effect. (g) Anything to the Borrower in contrary contained herein notwithstanding, neither Agent, nor any Lender is required actually to acquire eurodollar deposits to fund or otherwise match fund any Loan as to which interest accrues at the aggregateLIBOR Rate.

Conversion and Continuation Elections. (a) The A Borrower may, upon irrevocable written notice to the Administrative Agent in accordance with Subsection Section 3.2(b): (i) elect, as of any Business Day, in the case of Base Rate Revolving Loans (other than any Base Rate Revolving Loans made pursuant to Section 2.3(e)(iii)) to convert any such Revolving Loans (or any part thereof in an amount not less than $1,000,0005,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into LIBOR Rate Revolving Loans; or (ii) elect, as of the last day of the applicable Interest Period, to convert any LIBOR Rate Revolving Loans having Interest Periods expiring on such day to Base Rate Revolving Loans or to continue any LIBOR Rate Revolving Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,0005,000,000, or that is in an integral multiple of $1,000,000 in excess thereof)) as LIBOR Rate Revolving Loans; provided, provided that if at any time the aggregate amount of LIBOR Rate Revolving Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,0005,000,000, such LIBOR Rate Revolving Loans shall shall, effective as of the expiration date of the applicable Interest Period, automatically convert into Base Rate Revolving Loans, provided further that if the notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower Borrowers shall deliver a Notice notice of Conversionconversion/Continuation (substantially continuation in the form of Exhibit D or another form acceptable to the Agent) (each, a "“Notice of Conversion/Continuation"”) to be received by the Administrative Agent not later than 11:00 a.m. 12:00 noon (New York, New York City time) at least three (3) Business Days in advance of the Conversion/Continuation Date, if the Revolving Loans are to be converted into or continued as LIBOR Rate Revolving Loans and specifying: (i) the proposed Conversion/Continuation Date; (ii) the Revolving Loans and the aggregate amount of such Revolving Loans to be converted or renewedcontinued; (iii) the type of Revolving Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If upon the expiration of any Interest Period applicable to LIBOR Rate Revolving Loans, the Borrower has Borrowers have failed to timely select a new Interest Period to be applicable to such LIBOR Rate Revolving Loans or if any Event of Default then existsexists and the Administrative Agent, at the written request of the Majority Lenders, so notifies the applicable Borrower that the continuation of LIBOR Rate Revolving is not permitted during the continuation of such Event of Default, the Borrower Borrowers shall be deemed (without the giving of a Notice of Conversion/Continuation) to have elected to convert such LIBOR Rate Revolving Loans into Base Rate Revolving Loans effective as of the expiration date of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Revolving Loans with respect to which the notice Notice of Conversion/Continuation was given held by each Lender. (e) During the existence of an Event of Default, the Borrower Borrowers may not elect to have a Revolving Loan converted into or continued as a LIBOR Rate Loan. (f) After giving effect to any Revolving Loan if the Administrative Agent, at the written request of the Majority Lenders, so notifies the applicable Borrower that the conversion or continuation of Loans, there may LIBOR Rate Revolving is not be more than eight (8) different Interest Periods in effect with respect to permitted during the Borrower in the aggregatecontinuation of such Event of Default.

Conversion and Continuation Elections. (a) The Borrower may, upon irrevocable written notice to the Administrative Agent in accordance with Subsection 3.2(bSection 2.5(b): (i) elect, as of any Business Day, in the case of Base Rate Loans Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of Loans, to convert any such Loans (or any part thereof in an amount not less than $1,000,0005,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into LIBOR Rate LoansLoans of any other Type; or (ii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,0005,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Offshore Rate Loans shall automatically convert into Base Rate Loans, provided further that if and on and after such date the notice shall fail to specify the duration right of the Interest PeriodBorrower to continue such Loans as, and convert such Interest Period Loans into, Offshore Rate Loans shall be one monthterminate. (b) The Borrower shall deliver a Notice of Conversion/Conversion/ Continuation (substantially in the form of Exhibit D or another form acceptable to the Agent) (each, a "Notice of Conversion/Continuation") to be received by the Administrative Agent not later than 11:00 10:00 a.m. (New York City time) at least (x) three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as LIBOR Offshore Rate Loans; and (y) one Business Day in advance of the Conversion/Continuation Date, if the Loans and are to be converted into Base Rate Loans, specifying: (i) the proposed Conversion/Continuation Date; (ii) the aggregate amount of Loans to be converted or renewedcontinued and whether such Loans are Revolving Loans or Term Loans; (iii) the type Type of Loans resulting from the proposed conversion or continuation; and (iv) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If upon the expiration of any Interest Period applicable to LIBOR Offshore Rate Loans, the Borrower has failed to select timely select a new Interest Period to be applicable to LIBOR such Offshore Rate Loans or if any Default or Event of Default then exists, the Borrower shall be deemed (without the giving of a Notice of Conversion/Continuation) to have elected to convert such LIBOR Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Administrative Agent will promptly notify each applicable Lender 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 applicable 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 Loans with respect to which the notice was given held by each applicable Lender. (e) During the existence of an Event of Default, the Borrower may not elect to have a Loan converted into or continued as a LIBOR Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than eight (8) different Interest Periods in effect with respect to the Borrower in the aggregateeffect.

Conversion and Continuation Elections. (a) The Borrower may, Company may upon irrevocable written notice Requisite Notice to the Agent in accordance with Subsection 3.2(b): Administrative Agent: (i) elect, as of elect to convert on any Business Day, in the case of any Base Rate Loans to convert any such Loans (or any part thereof in an amount not less than $1,000,000, 5,000,000 or that is in an integral multiple of $1,000,000 in excess thereof) into LIBOR Eurodollar Rate Loans; or (ii) electelect to convert on any Interest Payment Date, as of the last day of the applicable Interest Period, to continue any LIBOR Eurodollar Rate Loans having Interest Periods expiring maturing on such day Interest Payment Date (or any part thereof in an amount not less than $1,000,0005,000,000 or an integral multiple of $1,000,000 in excess thereof), into Base Rate Loans; or that is (iii) elect to renew, on any Interest Payment Date therefor, any Eurodollar Rate Loans (or any part thereof in an amount not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Eurodollar Rate Loans in respect of any Borrowing is shall have been reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,0005,000,000, such LIBOR the Eurodollar Rate Loans shall automatically convert into Base Rate Loans, provided further that if and on and after such date the notice shall fail to specify the duration right of the Interest Period, Company to continue such Interest Period Loans as Eurodollar Rate Loans shall be one monthterminate. (b) The Borrower Company shall deliver by Requisite Notice a Notice of Conversion/Continuation (substantially in the form of Exhibit D or another form acceptable to the Agent) (each, a "Notice of Conversion/Continuation") to be received by the Administrative Agent not later than 11:00 9:00 a.m. (New York City San Francisco time) at least (i) three Business Days in advance of the Conversion/Continuation Dateconversion date or continuation date, if the Loans are to be converted into or continued as LIBOR Eurodollar Rate Loans; and (ii) one Business Day in advance of the conversion date, if the Loans and are to be converted into Base Rate Loans, specifying: : (iA) the proposed Conversion/Continuation Date; conversion date or continuation date; (iiB) the aggregate amount of Loans to be converted or renewed; ; (iiiC) the type nature of Loans resulting from the proposed conversion or continuation; and and (ivD) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If upon the expiration of any Interest Period applicable to LIBOR Eurodollar Rate Loans, (i) the Borrower Company has failed to timely select a new Interest Period to be applicable to LIBOR such Eurodollar Rate Loans Loans, as the case may be, or (ii) if any Event of Default shall then existsexist, the Borrower Company shall be deemed (without the giving of a Notice of Conversion/Continuation) to have elected to convert such LIBOR Eurodollar Rate Loans into Base Rate Loans effective as of the expiration date of such current Interest PeriodPeriod (reduced to the extent necessary to reflect any reductions of the Commitments on or prior to such day). (d) The Upon receipt of a Notice of Conversion/ Continuation, the Administrative Agent will promptly notify each Lender under the applicable Tranche, or, if Requisite Notice is not timely provided, the Administrative Agent will promptly notify each Lender of its receipt the details of a Notice of Conversion/Continuationany automatic conversion. All conversions and continuations of Loans in any Tranche shall be made ratably according to among the respective outstanding principal amounts of the Loans Lenders under such Tranche in accordance with respect to which the notice was given held by each Lendertheir Pro Rata Shares. (e) During the existence of an Event of Default, the Borrower may not elect to have a Loan converted into or continued as a LIBOR Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than eight (8) different Interest Periods in effect with respect to the Borrower in the aggregate.

Conversion and Continuation Elections. (a) The So long as (i) no Event of Default exists; (ii) Borrower shall not have sent any notice of termination of this Agreement; and (iii) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Advances, Borrower may, upon irrevocable written notice to the Agent in accordance with Subsection 3.2(b):Bank: (i1) elect, as of elect to convert on any Business Day, Prime Rate Advances in the case an amount equal to $1,000,000 or any integral multiple of Base Rate Loans $500,000 in excess thereof into LIBOR Advances; (2) elect to convert continue on any Interest Payment Date any LIBOR Advances maturing on such Loans Interest Payment Date (or any part thereof in an amount not less than equal to $1,000,000, 1,000,000 or that is in an any integral multiple of $1,000,000 in excess thereof) into LIBOR Rate Loans; or (ii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 500,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is Advances shall have been reduced, by payment, prepayment, or conversion of part thereof thereof, to be less than $1,000,000, such LIBOR Rate Loans Advances shall automatically convert into Base Prime Rate LoansAdvances, provided further that if and on and after such date the notice right of Borrower to continue such Advances as, and convert such Advances into, LIBOR Advances shall fail terminate; or (3) elect to specify the duration of the convert on any Interest Period, Payment Date any LIBOR Advances maturing on such Interest Period shall be one monthPayment Date (or any part thereof in an amount equal to $1,000,000 or any integral multiple of $500,000 in excess thereof) into Prime Rate Advances. (b) The Borrower shall deliver a Notice of Conversion/Continuation (substantially in the form of Exhibit D or another form acceptable to the Agent) (each, a "Notice of Conversion/Continuation") accordance with Section 10 to be received by the Agent not later than 11:00 a.m. Bank prior to 12:00 p.m. Pacific time (New York City timei) at least three (3) Business Days in advance of the Conversion/Conversion Date or Continuation Date, if the Loans any Advances are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances are to be converted into Prime Rate Loans and specifyingAdvances, in each case specifying the: (i1) the proposed Conversion/Conversion Date or Continuation Date; (ii2) the aggregate amount of Loans the Advances to be converted or renewedcontinued which, if any Advances are to be converted into or continued as LIBOR Advances, shall be in an aggregate minimum principal amount of $1,000,000 or in any integral multiple of $500,000 in excess thereof; (iii3) the type nature of Loans resulting from the proposed conversion or continuation; and (iv4) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If upon the expiration of any Interest Period applicable to any LIBOR Rate LoansAdvances, the Borrower has shall have timely failed to timely select a new Interest Period to be applicable to such LIBOR Rate Loans or if any Event of Default then existsAdvances, the Borrower shall be deemed (without the giving of a Notice of Conversion/Continuation) to have elected to convert such LIBOR Advances into Prime Rate Loans into Base Rate Loans effective as of the expiration date of such Interest PeriodAdvances. (d) The Agent will promptly notify each Lender Any LIBOR Advances shall, at Bank’s option, convert into Prime Rate Advances in the event that (i) an Event of its receipt of a Notice of Conversion/Continuation. All conversions and continuations Default shall be made ratably according to exist, or (ii) the respective outstanding aggregate principal amounts amount of the Loans Prime Rate Advances which have been previously converted to LIBOR Advances, or the aggregate principal amount of existing LIBOR Advances continued, as the case may be, at the beginning of an Interest Period shall at any time during such Interest Period exceed the Revolving Line. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, charge the Designated Deposit Account or any other account Borrower maintains with respect Bank) any amounts required to which compensate Bank for any loss (including loss of anticipated profits), cost, or expense incurred by Bank, as a result of the notice was given held by each Lenderconversion of LIBOR Advances to Prime Rate Advances pursuant to any of the foregoing. (e) During Notwithstanding anything to the existence of an Event of Defaultcontrary contained herein, the Borrower may not elect to have a Loan converted into or continued as a LIBOR Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may Bank shall not be more than eight (8) different Interest Periods in effect with respect required to the Borrower purchase United States Dollar deposits in the aggregateLondon interbank market or other applicable LIBOR market to fund any LIBOR Advances, but the provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund the LIBOR Advances.

Conversion and Continuation Elections. (a) The So long as (i) no Event of Default or Default exists; (ii) Borrower shall not have sent any notice of termination of this Agreement; and (iii) Borrower shall have complied with such customary procedures as Bank has established from time to time upon notice to Borrower for Borrower’s requests for LIBOR Credit Extensions, Borrower may, upon irrevocable written notice to the Agent in accordance with Subsection 3.2(b):Bank: (i1) elect, as of elect to convert on any Business Day, Prime Rate Credit Extensions in the case an amount equal to One Million Dollars ($1,000,000.00) or any integral multiple of Base Rate Loans One Hundred Thousand Dollars ($100,000.00) in excess thereof into LIBOR Credit Extensions; (2) elect to convert continue on any Interest Payment Date any LIBOR Credit Extensions maturing on such Loans Interest Payment Date (or any part thereof in an amount not less than equal to One Million Dollars ($1,000,000, 1,000,000.00) or that is in an any integral multiple of One Hundred Thousand Dollars ($1,000,000 in excess thereof100,000.00) into LIBOR Rate Loans; or (ii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is Credit Extensions shall have been reduced, by payment, prepayment, or conversion of part thereof thereof, to be less than One Million Dollars ($1,000,0001,000,000.00), such LIBOR Rate Loans Credit Extensions shall automatically convert into Base Prime Rate LoansCredit Extensions, provided further that if and on and after such date the notice right of Borrower to continue such Credit Extensions as, and convert such Credit Extensions into, LIBOR Credit Extensions shall fail terminate; or (3) elect to specify the duration of the convert on any Interest Period, Payment Date any LIBOR Credit Extensions maturing on such Interest Period shall be one monthPayment Date (or any part thereof in an amount equal to One Million Dollars ($1,000,000.00) or any integral multiple of One Hundred Thousand Dollars ($100,000.00) in excess thereof) into Prime Rate Credit Extensions. (b) The Borrower shall deliver a Notice of Conversion/Continuation (substantially in the form of Exhibit D or another form acceptable to the Agent) (each, a "Notice of Conversion/Continuation") accordance with Section 10 to be received by the Agent not later than Bank prior to 11:00 a.m. (New York City time) Pacific time at least (i) three (3) Business Days in advance of the Conversion/Conversion Date or Continuation Date, if the Loans any Credit Extensions are to be converted into or continued as LIBOR Credit Extensions; and (ii) one (1) Business Day in advance of the Conversion Date, if any Credit Extensions are to be converted into Prime Rate Loans and specifyingCredit Extensions, in each case specifying the: (i1) the proposed Conversion/Conversion Date or Continuation Date; (ii2) the aggregate amount of Loans the Credit Extensions to be converted or renewedcontinued which, if any Credit Extensions are to be converted into or continued as LIBOR Credit Extensions, shall be in an aggregate minimum principal amount of One Million Dollars ($1,000,000.00) or in any integral multiple of One Hundred Thousand Dollars ($100,000.00) in excess thereof; (iii3) the type nature of Loans resulting from the proposed conversion or continuation; and (iv4) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Dateif applicable. (c) If upon the expiration of any Interest Period applicable to any LIBOR Rate LoansCredit Extensions, the Borrower has shall have failed to timely select a new Interest Period to be applicable to such LIBOR Rate Loans or if any Event of Default then existsCredit Extensions, the Borrower shall be deemed (without the giving of a Notice of Conversion/Continuation) to have elected to convert such LIBOR Credit Extensions into Prime Rate Loans into Base Rate Loans effective as of the expiration date of such Interest PeriodCredit Extensions. (d) The Agent will promptly notify each Lender Any LIBOR Credit Extensions shall, at Bank’s option, convert into Prime Rate Credit Extensions in the event that (i) an Event of its receipt of a Notice of Conversion/Continuation. All conversions and continuations Default or Default shall be made ratably according to exist, or (ii) the respective outstanding aggregate principal amounts amount of the Loans Prime Rate Credit Extensions which have been previously converted to LIBOR Credit Extensions, or the aggregate principal amount of existing LIBOR Credit Extensions continued, as the case may be, at the beginning of an Interest Period shall at any time during such Interest Period exceed the lesser of the Revolving Line and the Borrowing Base. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, charge the Designated Deposit Account or any other account (other than any payroll, trust, or escrow accounts) Borrower maintains with respect Bank) any amounts required to which compensate Bank for any loss (including loss of anticipated profits), cost, or expense incurred by Bank, as a result of the notice was given held by each Lenderconversion of LIBOR Credit Extensions to Prime Rate Credit Extensions pursuant to this Section 3.5(d). (e) During Notwithstanding anything to the existence of an Event of Defaultcontrary contained herein, the Borrower may not elect to have a Loan converted into or continued as a LIBOR Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may Bank shall not be more than eight (8) different Interest Periods in effect with respect required to the Borrower purchase United States Dollar deposits in the aggregateLondon interbank market or other applicable LIBOR market to fund any LIBOR Credit Extensions, but the provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund the LIBOR Credit Extensions.

Conversion and Continuation Elections. (a) The So long as (i) no Event of Default exists; (ii) Borrower shall not have sent any notice of termination of this Agreement; and (iii) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Loans, Borrower may, upon irrevocable written notice to the Agent in accordance with Subsection 3.2(b):Bank: (i1) elect, as of elect to convert on any Business Day, in the case of Base Rate Loans (in a principal amount equal to convert Five Hundred Thousand Dollars ($500,000) or any integral multiple of One Hundred Thousand Dollars ($100,000) in excess thereof) into LIBOR Loans; (2) elect to continue on any Interest Payment Date any LIBOR Loans maturing on such Loans Interest Payment Date (or any part thereof in an amount not less than equal to Five Hundred Thousand Dollars ($1,000,000, 500,000) or that is in an any integral multiple of One Hundred Thousand Dollars ($1,000,000 100,000) in excess thereof) into LIBOR Rate Loans); or (ii3) elect, as of the last day of the applicable elect to convert on any Interest Period, to continue Payment Date any LIBOR Rate Loans having Interest Periods expiring maturing on such day Interest Payment Date (or any part thereof in an amount not less than equal to Five Hundred Thousand Dollars ($1,000,000, 500,000) or that is in an any integral multiple of One Hundred Thousand Dollars ($1,000,000 100,000) in excess thereof); provided, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Rate Loans shall automatically convert ) into Base Rate Loans. provided, provided further that if the notice minimum increment requirements set forth above shall fail not apply to specify the duration conversion or continuation of any Loans that did not meet the Interest Period, such Interest Period shall be one monthminimum increment required when borrowed pursuant to Section 2.1.1. (b) The Borrower shall deliver a Notice of Conversion/Continuation (substantially in the form of Exhibit D or another form acceptable to the Agent) (each, a "Notice of Conversion/Continuation") accordance with Section 10 to be received by the Agent not later than Bank prior to 11:00 a.m. (New York City time) Pacific time at least (i) three (3) Business Days in advance of prior to the Conversion/Conversion Date or Continuation Date, if the any Loans are to be converted into or continued as LIBOR Loans; and (ii) one (1) Business Day in Loan of the Conversion Date, if any Loans are to be converted into Base Rate Loans and specifyingLoans, in each case specifying the: (i1) the proposed Conversion/Conversion Date or Continuation Date; (ii2) the aggregate amount of the Loans to be converted or renewedcontinued which, if any Loans are to be converted into or continued as LIBOR Loans, shall be in an aggregate minimum principal amount of Five Hundred Thousand Dollars ($500,000) or in any integral multiple of One Hundred Thousand Dollars ($100,000) in excess thereof; (iii3) the type nature of Loans resulting from the proposed conversion or continuation; and (iv4) the duration of the requested Interest Period, provided, however, in the Borrower may not select an Interest Period that ends after the Stated Termination Datecase of LIBOR Loans. (c) If upon the expiration of any Interest Period applicable to any LIBOR Rate Loans, the Borrower has shall have timely failed to timely select a new Interest Period to be applicable to such LIBOR Rate Loans or if any Event of Default then existsLoans, the Borrower shall be deemed (without the giving of a Notice of Conversion/Continuation) to have elected to convert such LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest PeriodLoans. (d) The Agent will promptly notify each Lender Any LIBOR Loans shall, at Bank’s option, convert into Base Rate Loans in the event that (i) an Event of its receipt of a Notice of Conversion/Continuation. All conversions and continuations Default shall be made ratably according to exist, or (ii) the respective outstanding aggregate principal amounts amount of the Base Rate Loans which have been previously converted to LIBOR Loans, or the aggregate principal amount of existing LIBOR Loans continued, as the case may be, at the beginning of an Interest Period shall at any time during such Interest Period exceed the Revolving Line. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, charge the Designated Deposit Account or any other account Borrower maintains with respect Bank) any amounts required to which compensate Bank for any loss (including loss of anticipated profits), cost, or expense incurred by Bank, as a result of the notice was given held by each Lenderconversion of LIBOR Loans to Base Rate Loans pursuant to any of the foregoing. (e) During Notwithstanding anything to the existence of an Event of Defaultcontrary contained herein, Bank shall not be required to purchase United States Dollar deposits in the Borrower may not elect London interbank market or other applicable LIBOR market to have a Loan converted into or continued as a fund any LIBOR Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not but the provisions hereof shall be more than eight (8) different Interest Periods in effect with respect deemed to apply as if Bank had purchased such deposits to fund the Borrower in the aggregateLIBOR Loans.

Conversion and Continuation Elections. (a) The Borrower Borrowers may, upon irrevocable written notice to the Agent in accordance with Subsection 3.2(bsubparagraph 2.6(b): (i) elect, as of any Business Day, in the case of Base Rate Revolving Loans to convert any such Loans (or any part thereof in an amount not less than $1,000,0005,000,000.00, or that is in an integral multiple of $1,000,000 1,000,000.00 in excess thereof) into LIBOR Rate Revolving Loans; or (ii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Rate Revolving Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,0005,000,000.00, or that is in an integral multiple of $1,000,000 1,000,000.00 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Rate Revolving Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,0005,000,000.00, such LIBOR Rate Revolving Loans shall automatically convert into Base Rate Revolving Loans, and on and after such date the right of Borrowers to continue such Loans as, and convert such Loans into, LIBOR Revolving Loans, as the case may be, shall terminate, and provided further that if the notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower Borrowers shall deliver a Notice of Conversion/Continuation (substantially in the form of attached hereto as Exhibit D or another form acceptable to the Agent) (each“B”, a "Notice of Conversion/Continuation") to be received by the Agent not later than 11:00 a.m. (New York, New York City time) at least three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as LIBOR Rate Revolving Loans and specifying: : (i) the proposed Conversion/Continuation Date; ; (ii) the aggregate amount of Loans to be converted or renewed; ; (iii) the type of Loans resulting from the proposed conversion or continuation; and and (iv) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If If, upon the expiration of any Interest Period applicable to LIBOR Rate Revolving Loans, the Borrower has Borrowers have failed to select timely select a new Interest Period to be applicable to LIBOR Rate Revolving Loans or if any Default or Event of Default then exists, the Borrower Borrowers shall be deemed (without the giving of a Notice of Conversion/Continuation) to have elected to convert such LIBOR Rate Revolving Loans into Base Rate Revolving Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Lender. (e) During the existence of an a Default or Event of Default, the Borrower Borrowers may not elect to have a Loan converted into or continued as a LIBOR Rate Revolving Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than eight five (8) 5) different Interest Periods in effect with respect to the Borrower in the aggregateeffect.

Conversion and Continuation Elections. (a) The Borrower Borrowers may, upon irrevocable written notice to the Agent in accordance with Subsection Section 3.2(b): (i) elect, as of any Business Day, in the case of Base Rate Loans to convert any such Loans (or any part thereof in an amount not less than $1,000,000500,000, or that is in an integral multiple of $1,000,000 100,000 in excess thereof) into LIBOR Rate Loans; or (ii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,000500,000, or that is in an integral multiple of $1,000,000 100,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000500,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans, provided further that if and on and after such date the notice shall fail to specify the duration right of the Interest PeriodBorrowers to continue such Loans as, and convert such Interest Period Loans into, LIBOR Rate Loans, as the case may be, shall be one monthterminate. (b) The Borrower Borrowers shall deliver a Notice notice of Conversionconversion/Continuation continuation (substantially in the form of Exhibit D or another form acceptable to the Agent) (each, a "Notice of Conversion/Continuation") to be received by the Agent not later than 11:00 a.m. (New York City Dallas, Texas time) at least three (3) Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as LIBOR Rate Loans and specifying: (i) the proposed Conversion/Continuation Date; (ii) the aggregate amount of Loans to be converted or renewed; (iii) the type of Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If upon the expiration of any Interest Period applicable to LIBOR Rate Loans, the Borrower has Borrowers have failed to select timely select a new Interest Period to be applicable to LIBOR Rate Loans or if any Default or Event of Default then exists, the Borrower Borrowers shall be deemed (without the giving of a Notice of Conversion/Continuation) to have elected to convert such LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Lender. (e) During the existence of an a Default or Event of Default, the Borrower Borrowers may not elect to have a Loan converted into or continued as a LIBOR Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than eight six (8) 6) different Interest Periods in effect with respect to the Borrower in the aggregatehereunder.

Conversion and Continuation Elections. (a) The A Borrower may, upon irrevocable written notice to the Agent in accordance with Subsection SECTION 3.2(b): (i) elect, as of any Business Day, in the case of Base Rate Revolving Loans to convert any such Revolving Loans (or any part thereof in an amount not less than $1,000,0005,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into LIBOR Rate Revolving Loans; or (ii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Rate Revolving Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,0005,000,000, or that is in an integral multiple of $1,000,000 in excess thereof)) as LIBOR Rate Revolving Loans; provided, PROVIDED that if at any time the aggregate amount of LIBOR Rate Revolving Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,0005,000,000, such LIBOR Rate Revolving Loans shall shall, effective as of the expiration date of the applicable Interest Period, automatically convert into Base Rate Revolving Loans, provided further that if the notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower Borrowers shall deliver a Notice notice of Conversion/Continuation (substantially conversion/ continuation in the form of Exhibit EXHIBIT D or another form acceptable to the Agent) (each, a "Notice of ConversionNOTICE OF CONVERSION/ContinuationCONTINUATION") to be received by the Agent not later than 11:00 a.m. 12:00 noon (New York, New York City time) at least three (3) Business Days in advance of the Conversion/Continuation Date, if the Revolving Loans are to be converted into or continued as LIBOR Rate Revolving Loans and specifying: (i) the proposed Conversion/Continuation Date; (ii) the Revolving Loans and the aggregate amount of such Revolving Loans to be converted or renewed; (iii) the type of Revolving Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date.. LOAN AND SECURITY AGREEMENT - PAGE 50 (c) If upon the expiration of any Interest Period applicable to LIBOR Rate Revolving Loans, the Borrower has Borrowers have failed to timely select a new Interest Period to be applicable to such LIBOR Rate Revolving Loans or if any Default or Event of Default then exists, the Borrower Borrowers shall be deemed (without the giving of a Notice of Conversion/Continuation) to have elected to convert such LIBOR Rate Revolving Loans into Base Rate Revolving Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Revolving Loans with respect to which the notice Notice of Conversion/Continuation was given held by each Lender. (e) During the existence of an a Default or Event of Default, the Borrower Borrowers may not elect to have a Revolving Loan converted into or continued as a LIBOR Rate Revolving Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than eight (8) different Interest Periods in effect with respect to the Borrower in the aggregate.

Conversion and Continuation Elections. (a) The Borrower may, with respect to Loans, upon irrevocable written notice to the Agent in accordance with Subsection 3.2(bSection 2.04(b): (i) elect, as of any Business Day, in the case of Base Rate Loans elect to convert Loans from one Type to the other Type; provided that (x) any such partial conversion of Loans shall be in (or any part thereof in A) an aggregate amount not less than $1,000,000, or that is in 5,000,000 and (B) an integral multiple of $1,000,000 in excess thereofand (y) into any conversion of LIBOR Rate LoansLoans into Base Rate Loans may occur only on the last day of the applicable Interest Period therefor; or (ii) elect, elect as of the last day of the applicable Interest Period, to continue any LIBOR Rate Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount that is not less than $1,000,000, 5,000,000 (or that is in an integral multiple of $1,000,000 in excess thereofsuch lesser amount agreed to by the Agent)); provided, provided that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, prepayment or conversion of part thereof to be less than $1,000,0005,000,000, such LIBOR Rate Loans shall automatically convert be converted into Base Rate Loans, provided further that if Loans on the notice shall fail to specify the duration last day of the Interest Period, such Interest Period shall be one monththerefor. (b) The Borrower shall deliver a Notice of Conversion/Continuation (substantially in the form of Exhibit D or another form acceptable to the Agent) (each, a "Notice of Conversion/Continuation") to be received by the Agent not later than 11:00 a.m. (New York City Eastern time) at least (i) three Business Days in advance of the Conversion/Continuation Date, if the applicable Loans are to be converted into or continued as LIBOR Rate Loans and (ii) on the Conversion/Continuation Date, if the applicable Loans are to be converted into Base Rate Loans, specifying: (iA) the proposed Conversion/Continuation Date; (iiB) the aggregate amount of Loans to be converted or renewedcontinued; (iiiC) the type Type of Loans resulting from the proposed conversion or continuation; and (ivD) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If upon the expiration of any Interest Period applicable to LIBOR Rate Loans, the Borrower has failed to select timely select a new Interest Period to be applicable to such LIBOR Rate Loans or if any Event of Default Loans, as the case may be, then exists, the Borrower shall be deemed (without the giving of a Notice of Conversion/Continuation) to have elected to convert such LIBOR Rate Loans into to Base Rate Loans effective as of the expiration date of such Interest PeriodLoans. (d) The Agent will promptly notify each applicable Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Borrower, of the details of any automatic conversion to Base Rate Loans. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Lender. (e) During Unless the Required Revolving Lenders or Required Term Lenders of the relevant Class of Term Loans, as applicable, otherwise consent, during the existence of an Event of a Specified Default, the Borrower may not elect to have a Revolving Loan or a Term Loan of such Class converted into or continued as a an LIBOR Rate Loan. (f) After giving effect to any conversion or continuation of Loans, unless the Agent shall otherwise consent, there may not be more than eight (8) 10 different Interest Periods in effect with respect effect. (g) The Borrower hereby authorizes the Lenders and the Agent to accept Notices of Conversion/Continuation based on telephonic notices made by any Person, the Agent or any Lender in good faith believes to be acting on behalf of the Borrower. The Borrower agrees to deliver promptly to the Borrower Agent a written confirmation of each telephonic notice, signed by a Responsible Officer or an authorized designee. If the written confirmation differs in any material respect from the aggregateaction taken by the Agent and the Lenders, the records of the Agent and the Lenders shall govern absent manifest error.

Conversion and Continuation Elections. (a) The Borrower Borrowers' Agent may, upon irrevocable written notice to the Agent Lender in accordance with Subsection subsection 3.2(b):): ----------------- (i) elect, as of any Business Day, in the case of Base Reference Rate Loans to convert any such Loans (or any part thereof in an amount not less than one million five hundred thousand dollars ($1,000,0001,500,000), or that is in an integral multiple of two hundred fifty thousand dollars ($1,000,000 250,000) in excess thereof) into LIBOR Rate Loans; or (ii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than one million five hundred thousand dollars ($1,000,0001,500,000), or that is in an integral multiple of two hundred fifty thousand dollars ($1,000,000 250,000) in excess thereof); provided, that if at any time the aggregate amount of LIBOR Rate Loans in -------- respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than one million five hundred thousand dollars ($1,000,0001,500,000), such LIBOR Rate Loans shall automatically convert into Base Reference Rate Loans, provided further that if and on and after such date the notice shall fail to specify the duration right of the Interest PeriodBorrowers' Agent to continue such Loans as, and convert such Interest Period Loans into, LIBOR Rate Loans, as the case may be, shall be one monthterminate. (b) The Borrower Borrowers' Agent shall deliver a Notice written notice of Conversion/Continuation conversion or continuation (substantially in the form of Exhibit D or another form acceptable to the Agent) (each, a "Notice of Conversion/Continuation") to be received --------------------------------- by the Agent Lender not later than 11:00 a.m. (New York City 12:00 noon, Chicago time) , at least three Business Days in advance of the Conversion/Continuation Datedate of conversion or continuation, if the Loans are to be converted into or continued as LIBOR Rate Loans and specifying: (iA) the proposed Conversion/Continuation Date; (iiB) the aggregate amount of Loans to be converted or renewedcontinued; (iiiC) the type of Loans resulting from the proposed conversion or continuation; and (ivD) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If upon the expiration of any Interest Period applicable to LIBOR Rate Loans, the Borrower Borrowers' Agent has failed to select timely select a new Interest Period to be applicable to LIBOR Rate Loans or if any Event or Event of Default then exists, the Borrower Borrowers' Agent shall be deemed (without the giving of a Notice of Conversion/Continuation) to have elected to convert such LIBOR Rate Loans into Base Reference Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation. All conversions Following the occurrence and continuations shall be made ratably according to during the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Lender. (e) During the existence continuance of an Event of Default, the Borrower may Lender shall have the right to decline to permit a Loan to be converted into or continued as a LIBOR Rate Loan. Following the occurrence and during the continuance of an Event of Default, the Borrowers' Agent shall not elect to have a Loan converted into or continued as a LIBOR Rate Loan. (fe) After giving effect to any conversion or continuation of Loans, there may not be more than eight (8) five different Interest Periods in effect with respect to the Borrower in the aggregateeffect.

Conversion and Continuation Elections. (a) The So long as (i) no Event of Default or Default exists; (ii) Borrower shall not have sent any notice of termination of this Agreement; and (iii) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Credit Extensions, Borrower may, upon irrevocable written notice to the Agent in accordance with Subsection 3.2(b):Bank: (i1) elect, as of elect to convert on any Business Day, Prime Rate Credit Extensions in the case an amount equal to Five Hundred Thousand Dollars ($500,000.00) or any integral multiple of Base Rate Loans Five Hundred Thousand Dollars ($500,000.00) in excess thereof into LIBOR Credit Extensions; (2) elect to convert continue on any Interest Payment Date any LIBOR Credit Extensions maturing on such Loans Interest Payment Date (or any part thereof in an amount not less than equal to Five Hundred Thousand Dollars ($1,000,000, 500,000.00) or that is in an any integral multiple of Five Hundred Thousand Dollars ($1,000,000 in excess thereof500,000.00) into LIBOR Rate Loans; or (ii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is Credit Extensions shall have been reduced, by payment, prepayment, or conversion of part thereof thereof, to be less than Five Hundred Thousand Dollars ($1,000,000500,000.00), such LIBOR Rate Loans Credit Extensions shall automatically convert into Base Prime Rate LoansCredit Extensions, provided further that if and on and after such date the notice right of Borrower to continue such Credit Extensions as, and convert such Credit Extensions into, LIBOR Credit Extensions shall fail terminate; or (3) elect to specify the duration of the convert on any Interest Period, Payment Date any LIBOR Credit Extensions maturing on such Interest Period shall be one monthPayment Date (or any part thereof in an amount equal to Five Hundred Thousand Dollars ($500,000.00) or any integral multiple of Five Hundred Thousand Dollars ($500,000.00) in excess thereof) into Prime Rate Credit Extensions. (b) The Borrower shall deliver a Notice of Conversion/Continuation (substantially in the form of Exhibit D or another form acceptable to the Agent) (each, a "Notice of Conversion/Continuation") accordance with Section 10 to be received by the Agent not later than Bank prior to 11:00 a.m. (New York City time) Eastern time at least (i) three (3) Business Days in advance of the Conversion/Conversion Date or Continuation Date, if the Loans any Credit Extensions are to be converted into or continued as LIBOR Credit Extensions; and (ii) one (1) Business Day in advance of the Conversion Date, if any Credit Extensions are to be converted into Prime Rate Loans and specifyingCredit Extensions, in each case specifying the: (i1) the proposed Conversion/Conversion Date or Continuation Date; (ii2) the aggregate amount of Loans the Credit Extensions to be converted or renewedcontinued which, if any Credit Extensions are to be converted into or continued as LIBOR Credit Extensions, shall be in an aggregate minimum principal amount of Five Hundred Thousand Dollars ($500,000.00) or in any integral multiple of Five Hundred Thousand Dollars ($500,000.00) in excess thereof; (iii3) the type nature of Loans resulting from the proposed conversion or continuation; and (iv4) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If upon the expiration of any Interest Period applicable to any LIBOR Rate LoansCredit Extensions, the Borrower has shall have failed to timely select a new Interest Period to be applicable to such LIBOR Rate Loans or if any Event of Default then existsCredit Extensions, the Borrower shall be deemed (without the giving of a Notice of Conversion/Continuation) to have elected to convert such LIBOR Credit Extensions into Prime Rate Loans into Base Rate Loans effective as of the expiration date of such Interest PeriodCredit Extensions. (d) The Agent will promptly notify each Lender Any LIBOR Credit Extensions shall, at Bank’s option, convert into Prime Rate Credit Extensions in the event that (i) an Event of its receipt of a Notice of Conversion/Continuation. All conversions and continuations Default or Default shall be made ratably according to exist, or (ii) the respective outstanding aggregate principal amounts amount of the Loans Prime Rate Credit Extensions which have been previously converted to LIBOR Credit Extensions, or the aggregate principal amount of existing LIBOR Credit Extensions continued, as the case may be, at the beginning of an Interest Period shall at any time during such Interest Period exceed the Revolving Line. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, charge the Designated Deposit Account or any other account (other than any payroll, trust, or escrow accounts) Borrower maintains with respect Bank) any amounts required to which compensate Bank for any loss (including loss of anticipated profits), cost, or expense incurred by Bank, as a result of the notice was given held by each Lenderconversion of LIBOR Credit Extensions to Prime Rate Credit Extensions pursuant to this Section 3.5(d). (e) During Notwithstanding anything to the existence of an Event of Defaultcontrary contained herein, the Borrower may not elect to have a Loan converted into or continued as a LIBOR Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may Bank shall not be more than eight (8) different Interest Periods in effect with respect required to the Borrower purchase United States Dollar deposits in the aggregateLondon interbank market or other applicable LIBOR market to fund any LIBOR Credit Extensions, but the provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund the LIBOR Credit Extensions.

Conversion and Continuation Elections. (a) The Borrower may, upon irrevocable written notice to the Agent in accordance with Subsection 3.2(b): (i) elect, as of any Business Day, in the case of Base Rate Loans to convert any such Loans (or any part thereof in an amount not less than $1,000,00010,000,000 ($1,500,000 58 in the case of the Term Loans), or that is in an integral multiple of $1,000,000 ($500,000 in the case of the Term Loans) in excess thereof) into LIBOR Rate Loans; or (ii) elect, as of the th last day of the applicable Interest Period, to continue any LIBOR Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,00010,000,000 ($1,500,000 in the case of the Term Loans), or that is in an integral multiple of $1,000,000 ($500,000 in the case of the Term Loans) in excess thereof); provided, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,00010,000,000 ($1,500,000 in the case of the Term Loans), such LIBOR Rate Loans shall automatically convert into Base Rate Loans, provided further that if and on and after such date the notice shall fail to specify the duration right of the Interest PeriodBorrower to continue such Loans as, and convert such Interest Period Loans into, LIBOR Rate Loans, as the case may be, shall be one monthterminate. (b) The Borrower shall deliver a Notice of Conversion/Continuation (substantially in the form of Exhibit D or another form acceptable to the Agent) (each, a "Notice of Conversion/Continuation") to be received by the Agent not later than 11:00 a.m. (New York City time) at least three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as LIBOR Rate Loans and specifying: (i) the proposed Conversion/Continuation Date; (ii) the aggregate amount of Loans to be converted or renewed; (iii) the type of Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If upon the expiration of any Interest Period applicable to LIBOR Rate Loans, the Borrower has failed to select timely select a new Interest Period to be applicable to LIBOR Rate Loans or if any Default or Event of Default then exists, the Borrower shall be deemed (without the giving of a Notice of Conversion/Continuation) to have elected to convert such LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Lender. (e) During the existence of an a Default or Event of Default, the Borrower may not elect to have a Loan converted into or continued as a LIBOR Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than eight (8) seven different Interest Periods in effect with respect to the Borrower in the aggregatehereunder.

Conversion and Continuation Elections. (a) The Borrower may, upon irrevocable written notice to the Agent Lender in accordance with Subsection 3.2(b):Section 3A.2(b): --------------- (i) elect, as of any Business Day, in the case of Base Rate Loans to convert any such Loans (or any part thereof in an amount not less than $1,000,000500,000, or that is in an integral multiple of $1,000,000 100,000 in excess thereof) into LIBOR Rate LoansLoans of the same Facility Type; or (ii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,000500,000, or that is in an integral multiple of $1,000,000 100,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Rate Loans in -------- respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000500,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of Borrower to continue such Loans as, and convert such Loans into, LIBOR Rate Loans, as the case may be, shall terminate, provided further further, -------- ------- that if the notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower shall deliver a Notice notice of Conversionconversion/Continuation (substantially continuation in the form of Exhibit D or another form acceptable to the Agent) J (each, a "Notice of Conversion/Continuation") to be received by the Agent --------- --------------------------------- Lender not later than 11:00 a.m. (New York City Dallas, Texas time) at least three (3) Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as LIBOR Rate Loans and specifying: (i) the proposed Conversion/Continuation Date; (ii) the aggregate amount Facility Type and Rate Type of Loans to be converted or renewed, and in each case the aggregate amount thereof; (iii) the type Facility Type and Rate Type of Loans resulting from the proposed conversion or continuation, and in each case the aggregate amount thereof; and (iv) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If upon the expiration of any Interest Period applicable to any LIBOR Rate LoansLoan, the Borrower has failed to select timely select a new Interest Period to be applicable to such LIBOR Rate Loans Loan or if any Default or Event of Default then exists, the Borrower shall be deemed (without the giving of a Notice of Conversion/Continuation) to have elected to convert such LIBOR Rate Loans Loan into a Base Rate Loans Loan of the same Facility Type effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Lender. (e) During the existence of an a Default or Event of Default, the Borrower may not elect to have a Loan converted into or continued as a LIBOR Rate Loan. (fe) After giving effect to any conversion or continuation of Loans, there may not be more than eight three (8) 3) different Interest Periods in effect with respect to the Borrower in the aggregateeffect.

Conversion and Continuation Elections. (a) The Subject to subsection (e) below, the applicable Borrower Representative may, upon irrevocable written (except in the circumstances described in Section 4.05 as provided therein) notice to the Administrative Agent in accordance with Subsection 3.2(bsubsection 2.04(b): (i) elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of Revolving Loans or Term Loans, to convert any such Loans (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 thereofa Minimum Amount) into LIBOR Rate LoansLoans of any other Type; or (ii) elect, elect as of the last day of the applicable Interest Period, to continue any LIBOR Offshore Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereofa Minimum Amount); provided, that if at any time the aggregate amount of LIBOR Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000the Minimum Amount, such LIBOR Offshore Rate Loans shall automatically convert into Base Rate Loans, provided further that if and on and after such date the notice shall fail to specify the duration right of the Interest PeriodCompany to continue such Loans as, and convert such Interest Period Loans into, Offshore Rate Loans shall be one monthterminate. A conversion pursuant to this Section 2.04 does not constitute a new advance by the Lenders. (b) The Borrower Representative shall deliver a Notice of Conversion/Conversion/ Continuation (substantially in the form of Exhibit D or another form acceptable to the Agent) (each, a "Notice of Conversion/Continuation") to be received by the Administrative Agent not later than 11:00 a.m. (New York City time) at least three Business Days in advance of the Conversion/Continuation DateRequisite Time, if the Loans are to be converted into or continued as LIBOR Rate Loans and specifying: (iA) the proposed Conversion/Continuation Date; (iiB) the aggregate amount of Loans to be converted or renewedcontinued; (iiiC) the type Type of Loans resulting from the proposed conversion or continuation; (D) the Applicable Currency; (E) the identity of the Borrower; and (ivF) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If upon the expiration of any Interest Period applicable to LIBOR Offshore Rate Loans (other than Offshore Currency Loans), the Borrower Representative has failed to timely select a new Interest Period to be applicable to LIBOR such Offshore Rate Loans Loans, as the case may be, or if any Default or Event of Default then exists, the Borrower Representative shall be deemed (without the giving of a Notice of Conversion/Continuation) to have elected to convert such LIBOR Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If the Borrower Representative has failed to select a new Interest Period to be applicable to Offshore Rate Loans made as 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 Section 2.04(b), or if any Default or Event of Default shall then exist, the applicable Borrower shall be deemed to have elected to continue such Offshore Rate Loans on the basis of a one month Interest Period. (d) The Administrative Agent will promptly notify each applicable Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Borrower Representative, the Administrative Agent will promptly notify each applicable Lender of the details of any automatic conversion for the applicable Borrower. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Lender. (e) During Unless the Required Lenders otherwise consent, during the existence of an a Default or Event of Default, the Borrower Representative may not elect to have (i) a Loan made in Dollars converted into or continued as a LIBOR an Offshore Rate LoanLoan or (ii) an Offshore Rate Loan made as an Offshore Currency Loan continued on the basis of an Interest Period exceeding one month. (f) After giving effect to any conversion or continuation of Loans, unless the Administrative Agent shall otherwise consent, there may not be more than eight (8) twenty different Interest Periods in effect with respect effect. (g) The Borrowers hereby authorize the Lenders and the Administrative Agent to accept Notices of Conversion/Continuation based on telephonic notices made by any person or persons the Administrative Agent or any Lender in good faith believes to be acting on behalf of the relevant Borrowers. Each Borrower Representative agrees to deliver promptly to the Administrative Agent a written confirmation of each telephonic notice, signed by a Responsible Officer of the Borrower Representative. If the written confirmation differs in any material respect from the aggregateaction taken by the Administrative Agent and the Lenders, the records of the Administrative Agent and the Lenders shall govern absent manifest error.

Conversion and Continuation Elections. (a) The Borrower Company may, upon irrevocable written notice to the Administrative Agent in accordance with Subsection 3.2(b): Section 2.2.4(b): (i) elect, as of any Business Day, in the case of a Base Rate Loans Advance, or as of the last day of the applicable Interest Period, in the case of a Term SOFR, to convert any such Loans (Advance into an Advance bearing interest based on another Rate Option; or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into LIBOR Rate Loans; or (ii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR a Term Rate Loans Advance having an Interest Periods Period expiring on such day (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof)day; providedexcept, that if at during the existence of a Default, the Company may not elect to have any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans, provided further that if the notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower shall deliver a Notice of Conversion/Continuation (substantially in the form of Exhibit D or another form acceptable to the Agent) (each, a "Notice of Conversion/Continuation") to be received by the Agent not later than 11:00 a.m. (New York City time) at least three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be Advance converted into a Term SOFR Advance or continued as LIBOR a Term SOFR Advance, Alternative Currency Daily Rate Loans and specifying: (i) Advance or Alternative Currency Term Rate Advance unless the proposed Conversion/Continuation Date; (ii) the aggregate amount of Loans to be converted or renewed; (iii) the type of Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If upon the expiration of any Interest Period applicable to LIBOR Rate Loans, the Borrower has failed to timely select a new Interest Period to be applicable to LIBOR Rate Loans or if any Event of Default then exists, the Borrower shall be deemed (without the giving of a Notice of Conversion/Continuation) to have elected to convert such LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/ContinuationMajority Banks consent thereto. All conversions and continuations of Advances shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each LenderBank. (eb) During The Company shall deliver a notice of conversion/continuation appropriately completed and signed by a Responsible Officer in the existence form attached hereto as Exhibit G (a “Notice of Conversion/Continuation”) or such other form as may be approved by the Administrative Agent (including any form on an Event of Default, electronic platform or electronic transmission system as shall be approved by the Borrower may Administrative Agent) to be received by the Administrative Agent not elect later than 9:00 a.m. (San Francisco time) (i) on the Business Day preceding the Conversion/Continuation Date if the Advance is denominated in Dollars and is to have a Loan be converted into or continued as a LIBOR Base Rate LoanAdvance, (ii) three (3) Business Days before the Conversion/Continuation Date if the Advance is denominated in Dollars and is to be converted into or continued as a Term SOFR Advance or (iii) three (3) Business Days before the Conversion/Continuation Date if the Advance is denominated in an Alternative Currency (or four (4) Business Days in the case of a Special Notice Currency) and is to be continued as an Alternative Currency Term Rate Advance; specifying: (i) the Conversion/Continuation Date, which shall be a Business Day, of such Advance; (ii) the aggregate amount of such Advance to be converted or continued; (iii) the Rate Option for such Advance resulting from the conversion or continuation; and (iv) in the case of each Term Rate Advance, the Interest Period applicable thereto (which may not end after the Termination Date). provided that the Company may give the Administrative Agent a telephonic notice of such request on or before the deadline set forth above so long as any telephonic notice is confirmed promptly by delivery to the Administrative Agent of a written notice. The Administrative Agent #184122093_7 at all times shall be entitled to rely on such telephonic notice with respect to such continuation or conversion, regardless of whether any written confirmation is received. (fc) After giving effect If upon the expiration of any Interest Period applicable to a Term SOFR Advance, the Company has failed to timely select a new Interest Period to be applicable to such Advance, or if any conversion Default or continuation Unmatured Default then exists, the Company shall be deemed to have elected to convert such Advance into a Base Rate Advance effective as of Loansthe expiration date of such Interest Period. (d) If upon the expiration of any Interest Period applicable to an Alternative Currency Term Rate Advance, there the Company has failed to select timely a new Interest Period to be applicable to such Advance, such Advance shall be continued as an Alternative Currency Term Rate Advance in its original currency with an Interest Period of one (1) month. (e) No Advance may not be more than eight (8) converted into or continued as a Advance denominated in a different Interest Periods in effect with respect to the Borrower currency, but instead must be prepaid in the aggregateoriginal currency of such Advance and reborrowed in the other currency.

Conversion and Continuation Elections. (a) The Borrower may, upon irrevocable written notice to the Agent in accordance with Subsection 3.2(b): (i) elect, as of any Business Day, in the case of Base Reference Rate Loans to convert any such Loans (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into LIBOR Rate Loans; or (ii) elect, as of the last day of the any Interest Period applicable Interest Periodthereto, to continue to maintain as LIBOR Rate Loans any LIBOR Rate Loans to Borrower having Interest Periods expiring on such day (or day; provided that Borrower may not make such election if any part thereof LIBOR Rate Loans resulting from such election would be in an amount not less than $1,000,000, 3,000,000 or that is in an integral multiple of $1,000,000 in excess thereof); providedprovided further that, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Rate Loans shall automatically convert into Base Reference Rate Loans, provided further that if and on and after such date the notice right of Borrower to continue such Loans as, and convert such Loans into, LIBOR Rate Loans, as the case may be, shall fail to specify the duration of the Interest Period, such Interest Period shall be one monthterminate. (b) The Borrower shall deliver a Notice of Conversion/Continuation notice (substantially in the form of Exhibit D or another form acceptable to the Agent) (each, a "Notice of Conversion/Continuation") to be received by the Agent not later than 11:00 a.m. (New York City time) at least three Business Days in advance of the date of conversion or continuation (the "Conversion/Continuation Date, ") if the Loans are to be converted into or continued as LIBOR Rate Loans Loans, and specifying: (iA) the proposed Conversion/Continuation Date; (iiB) the aggregate amount of Loans to be converted or renewedcontinued; (iiiC) the type of Loans resulting from the proposed conversion or continuation; and (ivD) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If If, upon the expiration of any Interest Period applicable to LIBOR Rate Loans, the Borrower has failed to select, in a timely select manner, a new Interest Period to be applicable to such LIBOR Rate Loans or if any Event or Event of Default then exists, the Borrower shall be deemed (without the giving of a Notice of Conversion/Continuation) to have elected to convert such LIBOR Rate Loans into Base Reference Rate Loans effective as of the expiration date of such Interest Period. (d) During the existence of an Event or Event of Default, Borrower may not elect to have a Loan converted into or continued as a LIBOR Rate Loan. (e) After giving effect to any conversion or continuation of Loans, there may not be more than five different Interest Periods in effect. (f) The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Lender. (e) During the existence of an Event of Default, the Borrower may not elect to have a Loan converted into or continued as a LIBOR Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than eight (8) different Interest Periods in effect with respect to the Borrower in the aggregate.

Conversion and Continuation Elections. (a) The So long as (i) no Event of Default or Default exists; (ii) Borrower shall not have sent any notice of termination of this Agreement; and (iii) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Credit Extensions, Borrower may, upon irrevocable written notice to the Agent in accordance with Subsection 3.2(b):Bank: (i1) elect, as of elect to convert on any Business Day, Prime Rate Credit Extensions in the case an amount equal to $500,000 or any integral multiple of Base Rate Loans $500,000 in excess thereof into LIBOR Credit Extensions; (2) elect to convert continue on any Payment Date any LIBOR Credit Extensions maturing on such Loans Payment Date (or any part thereof in an amount not less than equal to $1,000,000, 500,000 or that is in an any integral multiple of $1,000,000 in excess thereof) into LIBOR Rate Loans; or (ii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 500,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is Credit Extensions shall have been reduced, by payment, prepayment, or conversion of part thereof thereof, to be less than $1,000,000500,000, such LIBOR Rate Loans Credit Extensions shall automatically convert into Base Prime Rate LoansCredit Extensions, provided further that if and on and after such date the notice right of Borrower to continue such Credit Extensions as, and convert such Credit Extensions into, LIBOR Credit Extensions shall fail terminate; or (3) elect to specify the duration convert on any Payment Date any LIBOR Credit Extensions maturing on such Payment Date (or any part thereof in an amount equal to $500,000 or any integral multiple of the Interest Period, such Interest Period shall be one month$500,000 in excess thereof) into Prime Rate Credit Extensions. (b) The Borrower shall deliver a Notice of Conversion/Continuation (substantially in the form of Exhibit D or another form acceptable to the Agent) (each, a "Notice of Conversion/Continuation") to be received by the Agent not later than Bank prior to 11:00 a.m. (New York City time) Eastern time at least (i) three (3) Business Days in advance of the Conversion/Conversion Date or Continuation Date, if the Loans any Credit Extensions are to be converted into or continued as LIBOR Credit Extensions; and (ii) one (1) Business Day in advance of the Conversion Date, if any Credit Extensions are to be converted into Prime Rate Loans and specifyingCredit Extensions, in each case specifying the: (i1) the proposed Conversion/Conversion Date or Continuation Date; (ii2) the aggregate amount of Loans the Credit Extensions to be converted or renewedcontinued which, if any Credit Extensions are to be converted into or continued as LIBOR Credit Extensions, shall be in an aggregate minimum principal amount of $500,000 or in any integral multiple of $500,000 in excess thereof; (iii3) the type nature of Loans resulting from the proposed conversion or continuation; and (iv4) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If upon the expiration of any Interest Period applicable to any LIBOR Rate LoansCredit Extensions, the Borrower has shall have timely failed to timely select a new Interest Period to be applicable to such LIBOR Rate Loans or if any Event of Default then existsCredit Extensions, the Borrower shall be deemed (without the giving of a Notice of Conversion/Continuation) to have elected to convert such LIBOR Credit Extensions into Prime Rate Loans into Base Rate Loans effective as of the expiration date of such Interest PeriodCredit Extensions. (d) The Agent will promptly notify each Lender Any LIBOR Credit Extensions shall, at Bank’s option, convert into Prime Rate Credit Extensions in the event that (i) an Event of its receipt of a Notice of Conversion/Continuation. All conversions and continuations Default or Default shall be made ratably according to exist, or (ii) the respective outstanding aggregate principal amounts amount of the Loans Prime Rate Credit Extensions which have been previously converted to LIBOR Credit Extensions, or the aggregate principal amount of existing LIBOR Credit Extensions continued, as the case may be, at the beginning of an Interest Period shall at any time during such Interest Period exceed the Availability Amount. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, charge the Designated Deposit Account or any other account Borrower maintains with respect Bank) any amounts required to which compensate Bank for any loss (including loss of anticipated profits), cost, or expense incurred by Bank, as a result of the notice was given held by each Lenderconversion of LIBOR Credit Extensions to Prime Rate Credit Extensions pursuant to any of the foregoing. (e) During Notwithstanding anything to the existence of an Event of Defaultcontrary contained herein, the Borrower may not elect to have a Loan converted into or continued as a LIBOR Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may Bank shall not be more than eight (8) different Interest Periods in effect with respect required to the Borrower purchase United States Dollar deposits in the aggregateLondon interbank market or other applicable LIBOR market to fund any LIBOR Credit Extensions, but the provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund the LIBOR Credit Extensions.

Conversion and Continuation Elections. (a) The Borrower Borrowers may, upon irrevocable written notice to the Agent in accordance with Subsection 3.2(bsubparagraph 2.6(b): (i) elect, as of any Business Day, in the case of Base Rate Revolving Loans to convert any such Loans (or any part thereof in an amount not less than $1,000,0005,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into LIBOR Rate Revolving Loans; or (ii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Rate Revolving Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,0005,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Rate Revolving Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,0005,000,000, such LIBOR Rate Revolving Loans shall automatically convert into Base Rate Revolving Loans, and on and after such date the right of Borrowers to continue such Loans as, and convert such Loans into, LIBOR Revolving Loans, as the case may be, shall terminate, and provided further that if the notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower Borrowers shall deliver a Notice of Conversion/Continuation (substantially in the form of attached hereto as Exhibit D or another form acceptable to the Agent) (each“B”, a "Notice of Conversion/Continuation") to be received by the Agent not later than 11:00 a.m. (New York, New York City time) at least three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as LIBOR Rate Revolving Loans and specifying: : (i) the proposed Conversion/Continuation Date; ; (ii) the aggregate amount of Loans to be converted or renewed; ; (iii) the type of Loans resulting from the proposed conversion or continuation; and and (iv) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If If, upon the expiration of any Interest Period applicable to LIBOR Rate Revolving Loans, the Borrower has Borrowers have failed to select timely select a new Interest Period to be applicable to LIBOR Rate Revolving Loans or if any Default or Event of Default then exists, the Borrower Borrowers shall be deemed (without the giving of a Notice of Conversion/Continuation) to have elected to convert such LIBOR Rate Revolving Loans into Base Rate Revolving Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Lender. (e) During the existence of an a Default or Event of Default, the Borrower Borrowers may not elect to have a Loan converted into or continued as a LIBOR Rate Revolving Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than eight five (8) 5) different Interest Periods in effect with respect to the Borrower in the aggregateeffect.

Conversion and Continuation Elections. (a) The So long as (i) no Event of Default or Default exists; (ii) Borrower shall not have sent any notice of termination of this Agreement; and (iii) Borrower shall have complied with such customary procedures as Bank has established for Borrower’s request for a LIBOR Advance, Borrower may, upon irrevocable written notice to the Agent in accordance with Subsection 3.2(b):Bank: (i) elect, as of Elect to convert on any Business Day, a Prime Advance in the case an amount equal to $1,000,000.00 or any integral multiple of Base Rate Loans $1,000,000.00 in excess thereof into a LIBOR Advance; (ii) Elect to convert continue on any Interest Payment Date a LIBOR Advance maturing on such Loans (Interest Payment Date or any part thereof in an amount not less than equal to $1,000,000, 1,000,000.00 or that is in an any integral multiple of $1,000,000 1,000,000.00 in excess thereof) into LIBOR Rate Loans; or (ii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of a LIBOR Rate Loans in respect of any Borrowing is Advance shall have been reduced, by payment, prepayment, or conversion of part thereof thereof, to be less than $1,000,0001,000,000.00, such LIBOR Rate Loans Advance shall automatically convert into Base Rate Loansa Prime Advance, provided further that if and on and after such date the notice right of Borrower to continue such Prime Advance as, and convert such Prime Advance into, a LIBOR Advance shall fail terminate; or (iii) Elect to specify the duration of the convert on any Interest Period, Payment Date a LIBOR Advance maturing on such Interest Period shall be one monthPayment Date into a Prime Advance. (b) The Borrower shall deliver a Notice of Conversion/Continuation (substantially in the form of Exhibit D or another form acceptable to the Agent) (each, a "Notice of Conversion/Continuation") accordance with Section 10 to be received by the Agent not later than 11:00 a.m. Bank prior to 12:00 p.m. Pacific time (New York City timei) at least three (3) Business Days in advance of the Conversion/Conversion Date or Continuation Date, if a Prime Advance is to be converted into, or a LIBOR Advance is to be continued as, a LIBOR Advance; and (ii) on the Loans are Conversion Date, if a LIBOR Advance is to be converted into a Prime Advance, in each case specifying the: (i) Proposed Conversion Date or Continuation Date; (ii) Aggregate amount to be converted or continued which, if such amount is to be converted into or continued as a LIBOR Rate Loans and specifying: (i) the proposed Conversion/Continuation Date; (ii) the Advance, shall be in an aggregate minimum principal amount of Loans to be converted $1,000,000.00 or renewedin any integral multiple of $1,000,000.00 in excess thereof; (iii) the type Nature of Loans resulting from the proposed conversion or continuation; and (iv) the duration Duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If upon the expiration of any Interest Period applicable to a LIBOR Rate LoansAdvance, the Borrower has shall have timely failed to timely select a new Interest Period to be applicable to such LIBOR Rate Loans or if any Event of Default then existsAdvance, the Borrower shall be deemed (without the giving of a Notice of Conversion/Continuation) to have elected to convert such LIBOR Rate Loans Advance into Base Rate Loans effective as of the expiration date of such Interest Perioda Prime Advance. (d) The Agent will promptly notify each Lender A LIBOR Advance shall, at Bank’s option, convert into a Prime Advance in the event that (i) an Event of Default or Default shall exist, or (ii) the aggregate principal amount of the Prime Advance which has been previously converted to a LIBOR Advance, or the principal amount of an existing LIBOR Advance continued, as the case may be, at the beginning of an Interest Period shall at any time during such Interest Period exceeds the Net Borrowing Availability. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its receipt option, charge the Designated Deposit Account or any other account Borrower maintains with Bank) any amounts required to compensate Bank for any loss (including loss of anticipated profits), cost, or expense incurred by Bank, as a result of the conversion of a Notice of Conversion/Continuation. All conversions and continuations shall be made ratably according LIBOR Advance to the respective outstanding principal amounts a Prime Advance pursuant to any of the Loans with respect to which the notice was given held by each Lenderforegoing. (e) During Notwithstanding anything to the existence of an Event of Defaultcontrary contained herein, Bank shall not be required to purchase United States Dollar deposits in the Borrower may not elect London interbank market or other applicable LIBOR market to have a Loan converted into or continued as fund a LIBOR Rate LoanAdvance, but the provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund the LIBOR Advance. (f) After giving effect to any conversion or continuation of Loans, there may not be more than eight (8) different Interest Periods in effect with respect to the Borrower in the aggregate.

Conversion and Continuation Elections. (a) The Borrower mayCompany may in ------------------------------------- respect of its outstanding Loans, upon irrevocable written notice to the Agent in accordance with Subsection 3.2(bsubsection 2.04(c): (i) elect, as of any Business Day, in the case of Base Rate Loans Loans, or as of the last day of the applicable Interest Period, in the case of Offshore Rate Loans, to convert any such Loans (or any part thereof in an amount not less than $1,000,00010,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into LIBOR Rate LoansLoans of any other Type; or (ii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,00010,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Offshore Rate Loans in -------- respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,00010,000,000, such LIBOR Offshore Rate Loans shall automatically convert into Base Rate Loans, provided further that if and on and after such date the notice shall fail to specify the duration right of the Interest PeriodCompany to continue such Loans as, and convert such Interest Period Loans into, Offshore Rate Loans shall be one monthterminate. (b) The Borrower Company shall deliver a Notice of Conversion/Continuation (substantially in the form of Exhibit D or another form acceptable to the Agent) (each, a "Notice of Conversion/Continuation") to be received by the Agent not later than 11:00 9:00 a.m. (New York City San Francisco time) at least (i) three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as LIBOR Offshore Rate Loans; and (ii) on the Conversion/Continuation Date, if the Loans and are to be converted into Base Rate Loans, specifying: (iA) the proposed Conversion/Continuation Date; (iiB) the aggregate amount of Loans to be converted or renewed; (iiiC) the type Type of Loans resulting from the proposed conversion or continuation; and (ivD) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If upon the expiration of any Interest Period applicable to LIBOR Offshore Rate Loans, Loans the Borrower Company has failed to select in a timely select manner a new Interest Period to be applicable to LIBOR such Offshore Rate Loans Loans, or if any Default or Event of Default then exists, the Borrower Company shall be deemed (without the giving of a Notice of Conversion/Continuation) to have elected to convert such LIBOR Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the 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 Loans held by each Bank with respect to which the notice was given held by each Lendergiven. (e) During Unless the Majority Banks otherwise agree, during the existence of an a Default or Event of Default, the Borrower Company may not elect to have a Loan converted into or continued as a LIBOR an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than eight (8) five different Interest Periods in effect with respect to the Borrower in the aggregateeffect.

Conversion and Continuation Elections. (a) The Borrower may, Company may upon irrevocable written notice to the Agent in accordance with Subsection 3.2(b): subsection 2.4(b): (i) elect, as of elect to convert on any Business Day, in the case of any Base Rate Loans to convert any such Loans (or any part thereof in an amount not less than $1,000,0003,000,000, or that is in an integral multiple of $1,000,000 in excess thereof except that if a LIBOR Rate Loan shall simultaneously be converted or renewed pursuant to clauses (ii) or (iii), such amount shall be not less than $1,000,000 or integral multiples thereof) into LIBOR Rate Loans; or (ii) elect to convert on any Interest Payment Date any LIBOR Rate Loans maturing on such Interest Payment Date (or any part thereof in an amount not less than $3,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into LIBOR Base Rate Loans; or or (iiiii) elect, as of the last day of the applicable elect to renew on any Interest Period, to continue Payment Date any LIBOR Rate Loans having Interest Periods expiring maturing on such day Interest Payment Date (or any part thereof in an amount not less than $1,000,0003,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is shall have been reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans, provided further that if and on and after such date the notice shall fail to specify the duration right of the Interest PeriodCompany to continue such Loans as, and convert such Interest Period Loans into, LIBOR Rate Loans shall be one monthterminate. (b) The Borrower Company shall deliver a Notice of Conversion/Continuation (substantially in the form of Exhibit D or another form acceptable to the Agent) (each, a "Notice of Conversion/Continuation") accordance with Section 10.2 to be received by the Agent not later than 11:00 a.m. 2:00 p.m. (New York City time) at least (i) three Business Days in advance of the Conversion/Continuation DateConversion Date or continuation date, if the Loans are to be converted into or continued as LIBOR Rate Loans and (ii) one Business Day in advance of the Conversion Date, if the Loans are to be converted into Base Rate Loans; specifying: (iA) the proposed Conversion/Continuation Date; Conversion Date or continuation date; (iiB) the aggregate amount of Loans to be converted or renewed; ; (iiiC) the type nature of Loans resulting from the proposed conversion or continuation; and and (ivD) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If upon the expiration of any Interest Period applicable to LIBOR Rate Loans, the Borrower Company has failed to select timely select a new Interest Period to be applicable to such LIBOR Rate Loans Loans, or if any Default or Event of Default shall then existsexist, the Borrower Company shall be deemed (without the giving of a Notice of Conversion/Continuation) to have elected to convert such LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such current Interest Period. (d) The Upon receipt of a Notice of Conversion/ Continuation, the Agent will promptly notify each Lender Bank thereof, or, if no timely notice is provided by the Company, the Agent will promptly notify each Bank of its receipt the details of a Notice of Conversion/Continuationany automatic conversion. All conversions and continuations shall be made ratably pro rata according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each LenderBank. (e) During Unless the Banks shall otherwise agree, during the existence of a Default or an Event of Default, the Borrower Company may not elect to have a Loan converted into or continued as a LIBOR Rate Loan. (f) After Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of any Loans, there may shall not be more than eight six (8) 6) different Interest Periods LIBOR Rate Loans in effect with respect to the Borrower in the aggregateeffect.

Conversion and Continuation Elections. (a) The So long as (i) no Event of Default or Default exists; (ii) Borrower shall not have sent any notice of termination of this Agreement; and (iii) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Loans, Borrower may, upon irrevocable written notice to the Agent in accordance with Subsection 3.2(b):Bank: (i1) elect, as of elect to convert on any Business Day, Prime Rate Loans, in the case an amount equal to $100,000 or any integral multiple of Base Rate $100,000 in excess thereof, into LIBOR Loans; (2) elect to continue on any Interest Payment Date any LIBOR Loans to convert any maturing on such Loans Interest Payment Date (or any part thereof in an amount not less than equal to $1,000,000, 100,000 or that is in an any integral multiple of $1,000,000 in excess thereof) into LIBOR Rate Loans; or (ii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 100,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is shall have been reduced, by payment, prepayment, or conversion of part thereof thereof, to be less than $1,000,000100,000, such LIBOR Rate Loans shall automatically convert into Base Prime Rate Loans, provided further that if and on and after such date the notice right of Borrower to continue such Loans as, and convert such Loans into, LIBOR Loans shall fail terminate; or (3) elect to specify the duration of the convert on any Interest Period, Payment Date any LIBOR Loans maturing on such Interest Period shall be one monthPayment Date (or any part thereof in an amount equal to $100,000 or any integral multiple of $100,000 in excess thereof) into Prime Rate Loans. (b) The Borrower shall deliver a Notice of Conversion/Continuation (substantially in the form of Exhibit D or another form acceptable to the Agent) (each, a "Notice of Conversion/Continuation") accordance with Section 10 to be received by the Agent not later than 11:00 a.m. Bank prior to 12:00 p.m. (New York City Eastern time) (i) at least three (3) Business Days in advance of the Conversion/Conversion Date or Continuation Date, if the any Loans are to be converted into or continued as LIBOR Loans; and (ii) on the Conversion Date, if any Loans are to be converted into Prime Rate Loans and specifyingLoans, in each case specifying the: (i1) the proposed Conversion/Conversion Date or Continuation Date; (ii2) the aggregate amount and Type of the Loans to be converted or renewedcontinued; (iii3) the type nature of Loans resulting from the proposed conversion or continuation; and (iv4) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) all borrowings, conversions and continuations of LIBOR Loans and all selections of Interest Periods shall be made pursuant to such elections so that, (i) after giving effect thereto, the aggregate principal amount of the LIBOR Loans comprising each LIBOR Tranche shall be equal to $100,000 or any integral multiple of $100,000 in excess thereof and (ii) no more than five (5) LIBOR Tranches shall be outstanding at any one time. (d) If upon the expiration of any Interest Period applicable to any LIBOR Rate Loans, the Borrower has shall have timely failed to timely select a new Interest Period to be applicable to such LIBOR Rate Loans or if any Event of Default then existsLoans, the Borrower shall be deemed (without the giving of a Notice of Conversion/Continuation) to have elected to convert such LIBOR Rate Loans into Base Prime Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each LenderLoans. (e) During Any LIBOR Loans shall, at Bank’s option, convert into Prime Rate Loans in the existence of event that an Event of DefaultDefault or Default shall exist. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, charge the Designated Deposit Account or any other account Borrower may not elect maintains with Bank) any amounts required to have a Loan converted into compensate Bank for any loss (including loss of anticipated profits), cost, or continued expense incurred by Bank, as a result of the conversion of LIBOR Loans to Prime Rate LoanLoans pursuant to this Section 3.3. (f) After giving effect Notwithstanding anything to the contrary contained herein, Bank shall not be required to purchase Dollar deposits in the London interbank market or other applicable LIBOR Base Rate market to fund any conversion or continuation of LIBOR Loans, there may not but the provisions hereof shall be more than eight (8) different Interest Periods in effect with respect deemed to apply as if Bank had purchased such deposits to fund the Borrower in the aggregateLIBOR Loans.

Conversion and Continuation Elections. (a) The Subject to Section 1.6(f), the Borrower may, may upon irrevocable (except as provided in Sections 10.2(c) and 10.5) written notice to the Agent in accordance with Subsection 3.2(b): (iSection 1.6(b) elect, as of elect to convert on any Business Day, in the case of Day any Base Rate Loans into LIBOR Rate Loans or elect to convert continue on the last day of the applicable Interest Period any LIBOR Rate Loans having Interest Periods maturing on such Loans (day, in each instance, in whole or any in part thereof in an amount not less than $1,000,000200,000, or that is in an integral multiple of $1,000,000 50,000 in excess thereof) into LIBOR Rate Loans; or (ii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans, provided further that if the notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower shall deliver a Notice of Conversion/Continuation (substantially in the form of Exhibit D or another form acceptable to the Agent) (each, a "Notice of Conversion/Continuation") to be received by the Agent not later than 11:00 10:30 a.m. (New York City Chicago time) at least three (3) Business Days in advance of the Conversion/Continuation Daterequested Conversion Date or continuation date, if the Loans are to be converted into or continued as LIBOR Rate Loans and specifying: (i) the proposed Conversion/Continuation DateConversion Date or continuation date; (ii) the aggregate amount of Loans to be converted or renewed; (iii) the type of Loans resulting from the proposed conversion or continuation; and (iviii) the duration of the requested Interest Period, provided, however, Period with respect to the Borrower may not select an Interest Period that ends after the Stated Termination DateLoans to be converted or continued as LIBOR Rate Loans. (c) If upon the expiration of any Interest Period applicable to LIBOR Rate Loans, the Borrower has failed to select timely select a new Interest Period to be applicable to such LIBOR Rate Loans Loans, or if any Event of Default shall then existsexist, except as otherwise permitted pursuant to Section 1.6(e) the Borrower shall be deemed (without the giving of a Notice of Conversion/Continuation) to have elected to convert such LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such current Interest Period. (d) The Agent will promptly notify each Lender of its Upon receipt of a Notice of Conversion/Continuation, the Agent will promptly notify each Lender thereof. In addition, the Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of a LIBOR Rate; provided that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against the Agent. All conversions and continuations shall be made ratably pro rata according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Lender. (e) During Unless the Required Lenders shall otherwise agree, during the existence of an Event of Default, the Borrower may not elect to have a Loan converted into or continued as a LIBOR Rate Loan. (f) After Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion or continuation of any Loans, there may shall not be more than eight five (8) 5) different Interest Periods in effect with respect to the Borrower in the aggregateeffect.

Conversion and Continuation Elections. (a) The Borrower may, upon irrevocable written notice to the Administrative Agent in accordance with Subsection 3.2(bSection 2.4(b): (i) elect, as of elect to Convert on any Business Day, in the case Day any Borrowing comprised of Base Rate Loans to convert any such Loans Advances (or any part thereof in an aggregate minimum principal amount not less than of $1,000,000, 10,000,000 or that is in an any integral multiple of $1,000,000 in excess thereof) into LIBOR a Borrowing comprised of Eurodollar Rate LoansAdvances; or (ii) elect, as of elect to Convert on the last day of the applicable Interest Period, to continue Period any LIBOR Borrowing comprised of Eurodollar Rate Loans Advances having Interest Periods expiring maturing on such day (or any part thereof in an aggregate minimum principal amount not less than of $1,000,000, 10,000,000 or that is any integral multiple of $1,000,000 in excess thereof) into a Borrowing comprised of Base Rate Advances; or (iii) elect to Continue on the last day of the applicable Interest Period any Borrowing comprised of Eurodollar Rate Advances having Interest Periods maturing on such day (or any part thereof in an aggregate minimum principal amount of $10,000,000 or any integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans, provided further that if the notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower shall deliver a Notice of ConversionContinuation/Continuation Conversion in accordance with Section 11.1 (substantially in the form of Exhibit D or another form acceptable to the Agent) (each, a "which Notice of ConversionContinuation/Continuation") to Conversion must be received by the Administrative Agent not later than 11:00 a.m. A.M. (New York City Charlotte, North Carolina time) at least (x) three Business Days in advance of the Conversion/Continuation Datedate of Conversion or Continuation, as applicable, if the Loans Advances are to be converted Converted into or continued Continued as LIBOR Eurodollar Rate Loans Advances; and (y) on the date of Conversion if the Advances are to be Converted into Base Rate Advances, and shall be irrevocable upon receipt by the Administrative Agent), specifying: (i) the proposed Conversion/Continuation Datedate of Conversion or Continuation, as applicable; (ii) the aggregate amount of Loans the Borrowing or part thereof to be converted Converted or renewedContinued; (iii) the type nature of Loans resulting from the proposed conversion Conversion or continuationContinuation; and (iv) except in the case of the Conversion of Eurodollar Rate Advances into Base Rate Advances, the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If upon the expiration of any Interest Period applicable to LIBOR a Borrowing comprised of Eurodollar Rate LoansAdvances, the Borrower has failed to select timely select a new Interest Period to be applicable to LIBOR Rate Loans or if any Event of Default then existssuch Borrowing, the Borrower shall be deemed (without the giving of a Notice of Conversion/Continuation) to have elected to convert Convert such LIBOR Rate Loans Borrowing into a Borrowing comprised of Base Rate Loans Advances effective as of the expiration date of such current Interest Period. (d) The Upon receipt of a Notice of Continuation/Conversion, the Administrative Agent will thereafter promptly notify each Lender thereof, or, if no timely notice is provided by the Borrower with respect to a Borrowing comprised of Eurodollar Rate Advances subject to an expiring Interest Period, the Administrative Agent will promptly notify each Lender of its receipt the automatic Conversion of a Notice of Conversion/Continuation. All conversions and continuations shall be made ratably according such Advances to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each LenderBase Rate Advances. (e) During the existence of an Event of Default, the Borrower may not elect to have a Loan converted into or continued as a LIBOR Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than eight (8) different Interest Periods in effect with respect to the Borrower in the aggregate.

Conversion and Continuation Elections. (a) The Borrower may, upon irrevocable written notice to the Administrative Agent in accordance with Subsection 3.2(b): Section 2.2.4(b): (i) elect, as of ________________ any Business Day, in the case of Base a Floating Rate Loans Advance, or as of the last day of the applicable Interest Period, in the case of a Eurodollar Ratable Advance, to convert any such Loans (Advance into an Advance bearing interest based on another Rate Option; or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into LIBOR Rate Loans; or (ii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR a Eurodollar Ratable Advance or Floating Rate Loans Advance having an Interest Periods Period expiring on such day (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof)day; providedexcept, that if at during ______ the existence of a Default or Unmatured Default, the Borrower may not elect to have any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans, provided further that if the notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower shall deliver a Notice of Conversion/Continuation (substantially in the form of Exhibit D or another form acceptable to the Agent) (each, a "Notice of Conversion/Continuation") to be received by the Agent not later than 11:00 a.m. (New York City time) at least three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be Advance converted into or continued as LIBOR Rate Loans and specifying: (i) a Eurodollar Ratable Advance unless the proposed Conversion/Continuation Date; (ii) the aggregate amount of Loans to be converted or renewed; (iii) the type of Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If upon the expiration of any Interest Period applicable to LIBOR Rate Loans, the Borrower has failed to timely select a new Interest Period to be applicable to LIBOR Rate Loans or if any Event of Default then exists, the Borrower shall be deemed (without the giving of a Notice of Conversion/Continuation) to have elected to convert such LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/ContinuationMajority Banks consent thereto. All conversions and continuations of Advances shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each LenderBank. (eb) During The Borrower shall deliver a notice of conversion/continuation in the existence form attached hereto as Exhibit G (a "Notice of an Event of Default, Conversion/Continuation") __________ _________________________________ to be received by the Borrower may Administrative Agent not elect later than 8:00 a.m. (San Francisco time) (i) on the Business Day preceding the Conversion/Continuation Date if the Advance is to have a Loan be converted into or continued as a LIBOR Floating Rate LoanAdvance, and (ii) three Business Days before the Conversion/Continuation Date if the Advance is to be converted into or continued as a Eurodollar Ratable Advance; specifying: (i) the Conversion/Continuation Date, which shall be a Business Day, of such Ratable Advance; (ii) the aggregate amount of such Ratable Advance to be converted or continued; (iii) the Rate Option for such Ratable Advance resulting from the conversion or continuation; and (iv) in the case of each Fixed Rate Advance, the Interest Period applicable thereto (which may not end after the Termination Date). (fc) After giving effect If upon the expiration of any Interest Period applicable to any conversion or continuation of Loansa Eurodollar Ratable Advance, there may not be more than eight (8) different Interest Periods in effect with respect to the Borrower in has failed to select timely a new Interest Period to be applicable to such Advance, or if any Default or Unmatured Default then exists, the aggregateBorrower shall be deemed to have elected to convert such Advance into a Floating Rate Advance effective as of the expiration date of such Interest Period.

Conversion and Continuation Elections. (a) The So long as (1) no Event of Default or event which with notice, passage of time, or both would constitute an Event of Default exists; (2) no party hereto shall have sent any notice of termination of this Agreement; and (3) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Advances, Borrower may, upon irrevocable written notice to the Agent in accordance with Subsection 3.2(b):Bank: (i) elect, as of elect to convert on any Business Day, Prime Rate Advances in the case an amount equal to $1,000,000 or any integral multiple of Base Rate Loans $1,000,000 in excess thereof into LIBOR Advances; (ii) elect to convert continue on any Interest Payment Date any LIBOR Advances maturing on such Loans Interest Payment Date (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of equal to $1,000,000 in excess thereof) into LIBOR Rate Loans; or (ii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is Advances shall have been reduced, by payment, prepayment, or conversion of part thereof thereof, to be less than $1,000,000, such LIBOR Rate Loans Advances shall automatically convert into Base Prime Rate LoansAdvances, provided further that if and on and after such date the notice right of Borrower to continue such Advances as, and convert such Advances into, LIBOR Advances shall fail terminate; or (iii) elect to specify the duration of the convert on any Interest Period, Payment Date any LIBOR Advances maturing on such Interest Period shall be one monthPayment Date (or any part thereof in an amount equal to $1,000,000 or any integral multiple of $1,000,000 in excess thereof) into Prime Rate Advances. (b) The Borrower shall deliver a Notice of Conversion/Continuation (substantially in the form of Exhibit D or another form acceptable to the Agent) (each, a "Notice of Conversion/Continuation") accordance with Section 10 to be received by the Agent not later than Bank prior to 11:00 a.m. (New York City Pacific time) at least (i) three (3) Business Days in advance of the Conversion/Conversion Date or Continuation Date, if the Loans any Advances are to be converted into or continued as LIBOR Advances; and (ii) one (1) Business Day in advance of the Conversion Date, if any Advances are to be converted into Prime Rate Loans and Advances, in each case specifying: (i) the proposed Conversion/Conversion Date or Continuation Date; (ii) the aggregate amount of Loans the Advances to be converted or renewedcontinued which, if any Advances are to be converted into or continued as LIBOR Advances, shall be in an aggregate minimum principal amount of $1,000,000 or in any integral multiple of $1,000,000 in excess thereof; (iii) the type nature of Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If upon the expiration of any Interest Period applicable to any LIBOR Rate LoansAdvances, the Borrower has shall have timely failed to timely select a new Interest Period to be applicable to such LIBOR Rate Loans or if any Event of Default then existsAdvances, the Borrower shall be deemed (without the giving of a Notice of Conversion/Continuation) to have elected to convert such LIBOR Advances into Prime Rate Loans into Base Rate Loans effective as of the expiration date of such Interest PeriodAdvances. (d) The Agent will promptly notify each Lender Any LIBOR Advances shall, at Bank’s option, convert into Prime Rate Advances in the event that (i) an Event of its receipt Default, or event which with notice, the passage of a Notice time, or both would constitute an Event of Conversion/Continuation. All conversions and continuations Default, shall be made ratably according to exist, (ii) the respective outstanding Agreement shall terminate, or (iii) the aggregate principal amounts amount of the Loans Prime Rate Advances which have been previously converted to LIBOR Advances, or the aggregate principal amount of existing LIBOR Advances continued, as the case may be, at the beginning of an Interest Period shall at any time during such Interest Period exceed the Committed Revolving Line. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, charge the Designated Deposit Account or any other account Borrower maintains with respect Bank) any amounts required to which compensate Bank for any loss (including loss of anticipated profits), cost, or expense incurred by Bank, as a result of the notice was given held by each Lenderconversion of LIBOR Advances to Prime Rate Advances pursuant to any of the foregoing. (e) During Notwithstanding anything to the existence of an Event of Defaultcontrary contained herein, the Borrower may not elect to have a Loan converted into or continued as a LIBOR Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may Bank shall not be more than eight (8) different Interest Periods in effect with respect required to the Borrower purchase United States Dollar deposits in the aggregateLondon interbank market or other applicable LIBOR market to fund any LIBOR Advances, but the provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund the LIBOR Advances.

Conversion and Continuation Elections. (a) The So long as (i) no Event of Default or Default exists; (ii) Borrower shall not have sent any notice of termination of this Agreement; and (iii) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Advances, Borrower may, upon irrevocable written notice to the Agent in accordance with Subsection 3.2(b):Bank: (i1) elect, as of elect to convert on any Business Day, Prime Rate Advances in the case an amount equal to $1,000,000 or any integral multiple of Base Rate Loans $500,000 in excess thereof into LIBOR Advances; (2) elect to convert continue on any Interest Payment Date any LIBOR Advances maturing on such Loans Interest Payment Date (or any part thereof in an amount not less than equal to $1,000,000, 1,000,000 or that is in an any integral multiple of $1,000,000 in excess thereof) into LIBOR Rate Loans; or (ii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 500,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is Advances shall have been reduced, by payment, prepayment, or conversion of part thereof thereof, to be less than $1,000,000, such LIBOR Rate Loans Advances shall automatically convert into Base Prime Rate LoansAdvances, provided further that if and on and after such date the notice right of Borrower to continue such Advances as, and convert such Advances into, LIBOR Advances shall fail terminate; or (3) elect to specify the duration of the convert on any Interest Period, Payment Date any LIBOR Advances maturing on such Interest Period shall be one monthPayment Date (or any part thereof in an amount equal to $1,000,000 or any integral multiple of $500,000 in excess thereof) into Prime Rate Advances. (b) The Borrower shall deliver a Notice of Conversion/Continuation (substantially in the form of Exhibit D or another form acceptable to the Agent) (each, a "Notice of Conversion/Continuation") accordance with Section 10 to be received by the Agent not later than 11:00 a.m. Bank prior to 12:00 p.m. Pacific time (New York City timei) at least three (3) Business Days in advance of the Conversion/Conversion Date or Continuation Date, if the Loans any Advances are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances are to be converted into Prime Rate Loans and specifyingAdvances, in each case specifying the: (i1) the proposed Conversion/Conversion Date or Continuation Date; (ii2) the aggregate amount of Loans the Advances to be converted or renewedcontinued, which, if any Advances are to be converted into or continued as LIBOR Advances, shall be in an aggregate minimum principal amount of $1,000,000 or in any integral multiple of $500,000 in excess thereof; (iii3) the type nature of Loans resulting from the proposed conversion or continuation; and (iv4) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If upon the expiration of any Interest Period applicable to any LIBOR Rate LoansAdvances, the Borrower has shall have timely failed to timely select a new Interest Period to be applicable to such LIBOR Rate Loans or if any Event of Default then existsAdvance, the Borrower shall be deemed (without the giving of a Notice of Conversion/Continuation) to have elected to convert such LIBOR Advances into Prime Rate Loans into Base Rate Loans effective as of the expiration date of such Interest PeriodAdvances. (d) The Agent will promptly notify each Lender Any LIBOR Advances shall, at Bank’s option, convert into Prime Rate Advances in the event that (i) an Event of its receipt of a Notice of Conversion/Continuation. All conversions and continuations Default or Default shall be made ratably according to exist, or (ii) the respective outstanding aggregate principal amounts amount of the Loans Prime Rate Advances which have been previously converted to LIBOR Advances, or the aggregate principal amount of existing LIBOR Advances continued, as the case may be, at the beginning of an Interest Period shall at any time during such Interest Period exceed the Revolving Line. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, charge the Designated Deposit Account or any other account Borrower maintains with respect Bank) any amounts required to which compensate Bank for any loss (including loss of anticipated profits), cost, or expense incurred by Bank, as a result of the notice was given held by each Lenderconversion of LIBOR Advances to Prime Rate Advances pursuant to any of the foregoing. (e) During Notwithstanding anything to the existence of an Event of Defaultcontrary contained herein, the Borrower may not elect to have a Loan converted into or continued as a LIBOR Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may Bank shall not be more than eight (8) different Interest Periods in effect with respect required to the Borrower purchase United States Dollar deposits in the aggregateLondon interbank market or other applicable LIBOR market to fund any LIBOR Advances, but the provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund the LIBOR Advances.

Conversion and Continuation Elections. (a) The Borrower Borrowers may, upon irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Agent Lender in accordance with Subsection 3.2(bSECTION 2.14(b): (i) elect, as of any Business Day, in the case of Base Floating Rate Loans Loans, or as of the last day of the applicable LIBOR Period, in the case of LIBOR Loans, to convert any such Loans (or any part thereof in an aggregate minimum amount not less than of $1,000,00050,000, or that is in an integral multiple multiples of $1,000,000 10,000 in excess thereof, in the case of Floating Rate Loans, and $250,000, or integral multiples of $50,000 in excess thereof, in the case of LIBOR Loans) into LIBOR Rate LoansLoans of any other type; or (ii) elect, elect as of the last day of the applicable Interest LIBOR Period, to continue any LIBOR Rate Loans having Interest LIBOR Periods expiring on such day (or any part thereof in an amount not less than $1,000,000250,000, or that is in an integral multiple of $1,000,000 50,000 in excess thereof); providedPROVIDED, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000250,000, such LIBOR Rate Loans shall automatically convert into Base Floating Rate Loans, provided further that if and on and after such date the notice right of Borrower to continue such LIBOR Loans as, and convert such LIBOR Loans into, LIBOR Loans shall fail to specify the duration of the Interest Period, such Interest Period shall be one monthterminate. (b) The Borrower shall deliver a Notice of Conversion/Continuation (substantially in the form of Exhibit D or another form acceptable to the Agent) (each, a "Notice of Conversion/Continuation") to be received by the Agent Lender not later than 11:00 10:00 a.m. (New York City Chicago time) at least three (i) two Business Days in advance of the Conversion/Conversion/ Continuation Date, if the Loans are to be converted into or continued as LIBOR Rate Loans and (ii) on the date of the Conversion/ Continuation Date, if the Loans are to be converted into Floating Rate Loans, specifying: (i) the proposed Conversion/Continuation Date; (ii) the aggregate amount of Loans to be converted or renewedcontinued; (iii) the type of Loans resulting from the proposed conversion or continuation; and (iv) other than in the case of conversions into Floating Rate Loans, the duration of the requested Interest LIBOR Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If upon the expiration of any Interest LIBOR Period applicable to LIBOR Rate Loans, the Borrower has Borrowers have failed to timely select a new Interest LIBOR Period to be applicable to such LIBOR Rate Loans by the time specified in SECTION 2.14(b), or if any Event of Default then exists, the Borrower Borrowers shall be deemed (without the giving of a Notice of Conversion/Continuation) to have elected to convert such LIBOR Rate Loans into Base Federal Funds Rate Loans effective as of the expiration date of such Interest LIBOR Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Lender. (e) During the existence of an Event of Default, the Borrower may not elect to have a Loan converted into or continued as a LIBOR Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than eight (8) different Interest Periods in effect with respect to the Borrower in the aggregate.

Conversion and Continuation Elections. (a) The Borrower may, upon irrevocable written notice to the Agent in accordance with Subsection Section 3.2(b): (i) elect, as of any Business Day, in the case of Base Rate Revolving Loans to convert any such Revolving Loans (or any part thereof in an amount not less than $1,000,0002,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into LIBOR Rate Revolving Loans; or (ii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Rate Revolving Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,0002,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Rate Revolving Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Rate Revolving Loans shall automatically convert into Base Rate Revolving Loans, provided further that if and on and after such date the notice shall fail to specify the duration right of the Interest PeriodBorrower to continue such Revolving Loans as, and convert such Interest Period Revolving Loans into, LIBOR Revolving Loans, as the case may be, shall be one monthterminate. (b) The Borrower shall deliver a Notice notice of Conversionconversion/Continuation (continuation substantially in the form of Exhibit D or another form acceptable to the Agent) C (each, each a "Notice of Conversion/Continuation") to be received by the Agent not later than 11:00 a.m. (New York City Pacific time) at least three (3) Business Days in advance of the Conversion/Conversion/ Continuation Date, if the Revolving Loans are to be converted into or continued as LIBOR Rate Revolving Loans and specifying: (i) the proposed Conversion/Conversion/ Continuation Date; (ii) the aggregate amount of Revolving Loans to be converted or renewed; (iii) the type of Revolving Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If upon the expiration of any Interest Period applicable to LIBOR Rate Revolving Loans, the Borrower has failed to select timely select a new Interest Period to be applicable to LIBOR Rate Revolving Loans or if any Default or Event of Default then exists, the Borrower shall be deemed (without the giving of a Notice of Conversion/Continuation) to have elected to convert such LIBOR Rate Revolving Loans into Base Rate Revolving Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Conversion/ Continuation. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Revolving Loans with respect to which the notice was given held by each Lender. (e) During the existence of an a Default or Event of Default, the Borrower may not elect to have a Revolving Loan converted into or continued as a LIBOR Rate Revolving Loan. (f) After giving effect to any conversion or continuation of Revolving Loans, there may not be more than eight six (8) 6) different Interest Periods in effect with respect to the Borrower in the aggregateeffect.

Conversion and Continuation Elections. (a) The Subject to the provisions of this Agreement, the Borrower may, may upon irrevocable written notice or telephonic notice confirmed promptly in writing to the Administrative Agent in accordance with Subsection 3.2(b):subsection 2.5(b) below: (i) elect, as of elect to convert on any Business Day, in the case of any Base Rate Loans to convert any such Revolving Loans (or any part thereof in an amount not less than $1,000,0005,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into LIBOR Rate Loans; Revolving Loans or; (ii) elect, as of elect to convert on the last day of the applicable Interest Period, to continue Period any LIBOR Rate Revolving Loans having Interest Periods expiring maturing on such day (or any part thereof in an amount not less than $1,000,0005,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Base Rate Revolving Loans; or (iii) elect to renew on the last day of the applicable Interest Period any LIBOR Rate Revolving Loans having Interest Periods maturing 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); provided, that if at any time the aggregate amount of LIBOR Rate Revolving Loans in respect of any Borrowing is shall have been reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,0005,000,000, such LIBOR Rate Revolving Loans shall automatically convert into Base Rate Revolving Loans, provided further that if and on and after such date the notice shall fail to specify the duration right of the Interest PeriodBorrower to continue such Revolving Loans as, and convert such Interest Period Revolving Loans into, LIBOR Rate Revolving Loans, as the case may be, shall be one monthterminate. (b) The Borrower shall deliver a Notice of Conversion/Continuation (substantially in the form of Exhibit D or another form acceptable to the Agent) (each, a "Notice of Conversion/Continuation") to be received by the Administrative Agent not later than 11:00 10:00 a.m. (New York City Chicago time) at least three (3) Business Days in advance of the Conversion/requested Conversion Date or Continuation Date, if the Revolving Loans are to be converted into or continued as LIBOR Rate Revolving Loans and on the requested Conversion Date, if the Revolving Loans are to be converted into Base Rate Revolving Loans, specifying: (i) the proposed Conversion/Conversion Date or Continuation Date; ; (ii) the aggregate amount of Revolving Loans to be converted or renewed; (iii) the type of Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If upon the expiration of any Interest Period applicable to LIBOR Rate Loans, the Borrower has failed to timely select a new Interest Period to be applicable to LIBOR Rate Loans or if any Event of Default then exists, the Borrower shall be deemed (without the giving of a Notice of Conversion/Continuation) to have elected to convert such LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Lender. (e) During the existence of an Event of Default, the Borrower may not elect to have a Loan converted into or continued as a LIBOR Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than eight (8) different Interest Periods in effect with respect to the Borrower in the aggregate.

Conversion and Continuation Elections. (a) The So long as (i) no Event of Default or Default exists; (ii) no Borrower shall have sent any notice of termination of this Agreement; and (iii) Borrowers shall have complied with such customary procedures as Bank has established from time to time for Borrowers’ requests for LIBOR Advances, Borrowers may, upon irrevocable written notice to the Agent in accordance with Subsection 3.2(b):Bank: (i) elect, as of elect to convert on any Business Day, Prime Rate Advances in the case of Base Rate Loans an amount equal to convert One Million Dollars ($1,000,000) or any amount in excess thereof; (ii) elect to continue on any Interest Payment Date any LIBOR Advances maturing on such Loans Interest Payment Date (or any part thereof in an amount not less than equal to One Million Dollars ($1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into LIBOR Rate Loans; or (ii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is Advances shall have been reduced, by payment, prepayment, or conversion of part thereof thereof, to be less than One Million Dollars ($1,000,000), such LIBOR Rate Loans Advances shall automatically convert into Base Prime Rate LoansAdvances, provided further that if and on and after such date the notice right of Borrowers to continue such Advances as, and convert such Advances into, LIBOR Advances shall fail terminate; or (iii) elect to specify the duration of the convert on any Interest Period, Payment Date any LIBOR Advances maturing on such Interest Period shall be one monthPayment Date (or any part thereof in an amount equal to One Million Dollars ($1,000,000) or any amount in excess thereof) into Prime Rate Advances. (b) The Borrower Parent shall deliver a Notice of Conversion/Continuation (substantially in accordance with the form of Exhibit D or another form acceptable to the Agent) (each, a "Notice of Conversion/Continuation") terms hereof to be received by the Agent not later than 11:00 a.m. Bank prior to 12:00 p.m. Pacific time (New York City timei) at least three (3) Business Days in advance of the Conversion/Conversion Date or Continuation Date, if the Loans any Advances are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances are to be converted into Prime Rate Loans and specifyingAdvances, in each case specifying the: (i) the proposed Conversion/Conversion Date or Continuation Date; (ii) the aggregate amount of Loans the Advances to be converted or renewedcontinued which, if any Advances are to be converted into or continued as LIBOR Advances, shall be in an aggregate minimum principal amount of One Million Dollars ($1,000,000) or any amount in excess thereof; (iii) the type nature of Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If upon the expiration of any Interest Period applicable to any LIBOR Rate LoansAdvances, the Borrower has Borrowers shall have timely failed to timely select a new Interest Period to be applicable to such LIBOR Rate Loans or if any Event of Default then existsAdvances, the Borrower Borrowers shall be deemed (without the giving of a Notice of Conversion/Continuation) to have elected to convert such LIBOR Advances into Prime Rate Loans into Base Rate Loans effective as of the expiration date of such Interest PeriodAdvances. (d) The Agent will promptly notify each Lender Any LIBOR Advances shall, at Bank’s option, convert into Prime Rate Advances in the event that (i) an Event of its receipt of a Notice of Conversion/Continuation. All conversions and continuations Default or Default shall be made ratably according to exist, or (ii) the respective outstanding aggregate principal amounts amount of the Loans Prime Rate Advances which have been previously converted to LIBOR Advances, or the aggregate principal amount of existing LIBOR Advances continued, as the case may be, at the beginning of an Interest Period shall at any time during such Interest Period exceed the Revolving Line. Borrowers agree to pay Bank, upon demand by Bank (or Bank may, at its option, charge the Designated Deposit Account or any other account any Borrower maintains with respect Bank) any amounts required to which compensate Bank for any loss (including loss of anticipated profits), cost, or expense incurred by Bank, as a result of the notice was given held by each Lenderconversion of LIBOR Advances to Prime Rate Advances pursuant to any of the foregoing. (e) During Notwithstanding anything to the existence of an Event of Defaultcontrary contained herein, the Borrower may not elect to have a Loan converted into or continued as a LIBOR Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may Bank shall not be more than eight (8) different Interest Periods in effect with respect required to the Borrower purchase United States Dollar deposits in the aggregateLondon interbank market or other applicable LIBOR market to fund any LIBOR Advances, but the provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund the LIBOR Advances.

Conversion and Continuation Elections. (a) The So long as (i) no Event of Default exists; (ii) Borrower shall not have sent any notice of termination of this Agreement; and (iii) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Advances, Borrower may, upon irrevocable written notice to the Agent in accordance with Subsection 3.2(b):Bank: (i1) elect, as of elect to convert on any Business Day, in the case of Base Prime Rate Loans to convert any such Loans (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) Advances into LIBOR Rate LoansAdvances; (2) elect to continue on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date; or (ii3) elect, as of the last day of the applicable elect to convert on any Interest Period, to continue Payment Date any LIBOR Rate Loans having Interest Periods expiring Advances 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); provided, that if at any time the aggregate amount of LIBOR Interest Payment Date into Prime Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans, provided further that if the notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one monthAdvances. (b) The Borrower shall deliver a Notice of Conversion/Continuation (substantially in the form of Exhibit D or another form acceptable to the Agent) (each, a "Notice of Conversion/Continuation") by electronic mail to be received by the Agent not later than 11:00 a.m. Bank prior to 12:00 p.m. Pacific time (New York City timei) at least three (3) Business Days in advance of the Conversion/Conversion Date or Continuation Date, if the Loans any Advances are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances are to be converted into Prime Rate Loans and specifyingAdvances, in each case specifying the: (i1) the proposed Conversion/Conversion Date or Continuation Date; (ii2) the aggregate amount of Loans the Advances to be converted or renewedcontinued; (iii3) the type nature of Loans resulting from the proposed conversion or continuation; and (iv4) if the resulting Advance is to be a LIBOR Advance, the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If upon the expiration of any Interest Period applicable to any LIBOR Rate LoansAdvances, the Borrower has shall have timely failed to timely select a new Interest Period to be applicable to such LIBOR Advances or request to convert a LIBOR Advance into a Prime Rate Loans or if any Event of Default then existsAdvance, the Borrower shall be deemed (without the giving of a Notice of Conversion/Continuation) to have elected for any such Dollar Advances, to convert such LIBOR Advances into Prime Rate Loans into Base Rate Loans effective as of the expiration date of such Interest PeriodAdvances. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Lender. (e) During the existence of an Event of Default, the Borrower may not elect to have a Loan converted into or continued as a LIBOR Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than eight (8) different Interest Periods in effect with respect to the Borrower in the aggregate.

Conversion and Continuation Elections. (a) The Borrower may, upon irrevocable written notice to the Agent Lender in accordance with Subsection Section 3.2(b): (i) elect, as of any Business Day, in the case of Base Reference Rate Loans to convert any such Loans (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into LIBOR Rate Loans; or (ii) elect, as of the last day of the any Interest Period applicable Interest Periodthereto, to continue to maintain as LIBOR Rate Loans any LIBOR Rate Loans to the Borrower having Interest Periods expiring on such day (or day; provided that the Borrower may not make such election if any part thereof LIBOR Rate Loans resulting from such election would be in an amount not less than $1,000,000, 4,000,000 or that is in an integral multiple of $1,000,000 in excess thereof); providedprovided further that, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,0004,000,000, such LIBOR Rate Loans shall automatically convert into Base Reference Rate Loans, provided further that if and on and after such date the notice shall fail to specify the duration right of the Interest PeriodBorrower to continue such Loans as, and convert such Interest Period Loans into, LIBOR Rate Loans, as the case may be, shall be one monthterminate. (b) The Borrower shall deliver a Notice of Conversion/Continuation notice (substantially in the form of Exhibit D or another form acceptable to the Agent) (each, a "Notice of Conversion/Continuation") to be received by the Agent Lender not later than 11:00 a.m. (New York City time) at least three Business Days in advance of the date of conversion or continuation (the "Conversion/Continuation Date, ") if the Loans are to be converted into or continued as LIBOR Rate Loans Loans, and specifying: (iA) the proposed Conversion/Continuation Date; (iiB) the aggregate amount of Loans to be converted or renewedcontinued; (iiiC) the type of Loans resulting from the proposed conversion or continuation; and (ivD) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If If, upon the expiration of any Interest Period applicable to LIBOR Rate Loans, the Borrower has failed to select timely select a new Interest Period to be applicable to such LIBOR Rate Loans or or, if any Event or Event of Default then existsexists and the Lender shall have given notice that no Libor Rate Loans will be made available, the Borrower shall be deemed (without the giving of a Notice of Conversion/Continuation) to have elected to convert such LIBOR Rate Loans into Base Reference Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Lender. (e) During the existence of an Event or Event of Default, the Lender may give the Borrower notice that no LIBOR Rate Loans will be made available to the Borrower and the Borrower may not elect to have a Loan converted into or continued as a LIBOR Rate Loan. (fe) After giving effect to any conversion or continuation of Loans, there may not be more than eight (8) five different Interest Periods in effect with respect to the Borrower in the aggregateeffect.

Conversion and Continuation Elections. (a) The Borrower Representative may, upon irrevocable (except in the circumstances described in Section 3.2, 3.3 or 3.5 as provided therein) written notice to the Administrative Agent on behalf of the applicable Borrower in accordance with Subsection 3.2(bSection 2.4(b): (i) elect, as of the last day of the applicable Interest Period, to convert any Offshore Rate Loans (or any part thereof in a Minimum Amount) into Base Rate Loans; or (ii) elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of an applicable Interest Period, in the case of Offshore Rate Loans expiring on such last day, to (A) convert any such Loans (or any part thereof in an amount not less than $1,000,000the Minimum Amount) into Offshore Rate Loans, or that is in an integral multiple of $1,000,000 in excess thereof(B) into LIBOR if such Loans are Offshore Rate Loans; or (ii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Rate such Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,000a Minimum Amount) as Offshore Rate Loans; provided that if, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000the Minimum Amount, such LIBOR Offshore Rate Loans shall shall, (y) in the case of Dollar denominated Loans, automatically convert into Base Rate Loans, provided further that if and on and after such date the notice shall fail to specify the duration right of the Interest Periodapplicable Borrower to continue such Loans as, and convert such Interest Period Loans into, Offshore Rate Loans shall be terminate and (z) in the case of non-Dollar denominated Loans, automatically convert to Offshore Rate Loans with an interest period of one monthmonth and on and after such date, the right of the applicable Borrower to continue such Loans as Offshore Rate Loans with an interest period longer than one month shall terminate. (b) The Borrower Representative shall deliver a Notice of Conversion/Conversion/ Continuation (substantially in the form of Exhibit D or another form acceptable to the Agent) (each, a "Notice of Conversion/Continuation") to be received by the Administrative Agent not later than 11:00 a.m. (New York City time) at least three Business Days in advance of the Conversion/Continuation DateRequisite Time, if the Loans are to be converted into or continued as LIBOR Rate Loans and specifying: (i1) the proposed Conversion/Continuation Date; (ii2) the aggregate amount of Loans to be converted or renewedcontinued; (iii3) the type Type of Loans resulting from the proposed conversion or continuation; and; (iv4) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period, provided, however; (5) in the case of Revolving Loans, the Borrower may not select an Interest Period that ends after the Stated Termination Date.Applicable Currency; and (c6) If the identity of the Borrower. If, upon the expiration of any Interest Period applicable to LIBOR Offshore Rate Loans (other than Offshore Currency Loans), the relevant Borrower has failed to select timely select a new Interest Period to be applicable to LIBOR such Offshore Rate Loans or if any Event of Default then exists, the relevant Borrower shall be deemed (without the giving of a Notice of Conversion/Continuation) to have elected to convert such LIBOR Offshore Rate Loans denominated in Dollars into Base Rate Loans and such Offshore Rate Loans which are not denominated in Dollars into Offshore Rate Loans with an interest period of one month, in each case, effective as of the expiration date of such Interest Period. Except as provided in Section 2.16(c), Loans may only be converted into or continued as Loans denominated in the same currency as originally borrowed. (dc) The Administrative Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Borrower Representative, the Administrative Agent will promptly notify each 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 Loans with respect to which the notice was given held by each Lender. (ed) During Unless the Required Lenders otherwise consent, during the existence of an Event of Default, the no Borrower may not elect to have a Loan denominated in Dollars converted into or continued as a LIBOR an Offshore Rate Loan. (fe) After giving effect to any conversion or continuation of Loans, unless the Administrative Agent shall otherwise consent, there may not be more than eight (8) twelve different Interest Periods in effect with respect to the Borrower in the aggregateeffect.

Conversion and Continuation Elections. (a) The ------------------------------------- Borrower may, upon irrevocable written notice to the Administrative Agent in accordance with Subsection 3.2(bSection 2.5(b): (i) elect, as of any Business Day, in the case of Base Rate Loans Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of Loans, to convert any such Loans (or any part thereof in an amount not less than $1,000,0005,000,000, or that is in an integral multiple of $1,000,000 500,000 in excess thereof) into LIBOR Rate LoansLoans of any other Type; or (ii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,0005,000,000, or that is in an integral multiple of $1,000,000 500,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans, provided further that if the notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower shall deliver a Notice of Conversion/Conversion/ Continuation (substantially in the form of Exhibit D or another form acceptable to the Agent) (each, a "Notice of Conversion/Continuation") to be received by the Administrative Agent not later than 11:00 9:00 a.m. (New York City San Francisco time) at least (x) three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as LIBOR Offshore Rate Loans; and (y) one Business Day in advance of the Conversion/Continuation Date, if the Loans and are to be converted into Base Rate Loans, specifying: (i) the proposed Conversion/Continuation Date; (ii) the aggregate amount of Loans to be converted or renewedcontinued; (iii) the type Type of Loans resulting from the proposed conversion or continuation; and (iv) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If upon the expiration of any Interest Period applicable to LIBOR Offshore Rate Loans, the Borrower has failed to select timely select a new Interest Period to be applicable to LIBOR such Offshore Rate Loans Loans, as the case may be, or if any Default or Event of Default then exists, the Borrower shall be deemed (without the giving of a Notice of Conversion/Continuation) to have elected to convert such LIBOR Offshore Rate Loans shall convert automatically into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Borrower, the Administrative Agent will promptly notify each 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 Loans with respect to which the notice was given held by each Lender. (e) During the existence of an Event of Default, the Borrower may not elect to have a Loan converted into or continued as a LIBOR Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than eight five (8) 5) different Interest Periods in effect with respect to the Borrower in the aggregateeffect.

Conversion and Continuation Elections. (a) The Company, in its capacity as operating agent for the Borrower may(acting through the Designated Domestic Office), or the Borrower may upon irrevocable written notice to the Agent in accordance with Subsection 3.2(b): Administrative Agent: (i) elect, as of elect to convert any Business Day, in the case of Base Rate Loans to convert or any such Loans Base Rate Segments (or any part thereof in an amount not less than $1,000,000, 5,000,000 or that is in an integral multiple of $1,000,000 500,000 in excess thereof) on any Business Day into LIBOR Eurodollar Rate LoansLoans or Eurodollar Rate Segments, as the case may be; or (ii) elect, as of elect to convert any Eurodollar Rate Loans or any Eurodollar Rate Segments (or any part thereof) on the last day of any Interest Period therefor into Base Rate Loans or Base Rate Segments, as the applicable Interest Periodcase may be, in an amount not less than $1,000,000 or an integral multiple of $500,000 in excess thereof; or (iii) elect to continue any LIBOR Eurodollar Rate Loans having Interest Periods expiring on such day or Eurodollar Rate Segments (or any part thereof in an amount not less than $1,000,000, 5,000,000 or that is in an integral multiple of $1,000,000 500,000 in excess thereof)) on the last day of any Interest Period therefor; provided, that if at any time the aggregate amount of LIBOR Eurodollar Rate Loans in respect of any Borrowing is or Eurodollar Rate Segments, as the case may be, shall have been reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,0005,000,000, such LIBOR the Eurodollar Rate Loans or Eurodollar Rate Segments, as the case may be, shall automatically convert into Base Rate LoansLoans or Base Rate Segments, provided further that if as the notice shall fail to specify case may be, and on and after such date the duration right of the Interest PeriodBorrower to continue such Loans as Eurodollar Rate Loans or Eurodollar Rate Segments, such Interest Period as the case may be, shall be one monthterminate. (b) The Each conversion or continuation shall be made upon irrevocable telephonic notice to the Administrative Agent followed immediately by written notice by the Company, in its capacity as operating agent for the Borrower shall deliver a Notice of Conversion/Continuation (substantially acting through the Designated Domestic Office), or the Borrower in the form of Exhibit D a Revolving Loan Notice or another form acceptable to the Agent) (eachTerm Loan Interest Rate Selection Notice, a "Notice of Conversion/Continuation") to which telephonic notice must be received by the Administrative Agent not later than 11:00 prior to (i) 9:00 a.m. (New York City time) at least three Business Days in advance of the Conversion/Continuation Dateconversion or continuation date, if the Revolving Loans or Segments of the Term Loan, as the case may be, are to be converted into or continued as LIBOR Eurodollar Rate Loans or Eurodollar Rate Segments, as the case may be, and (ii) 9:00 a.m. on the conversion or continuation date, if the Revolving Loans or Segments of the Term Loan are to be converted into Base Rate Loans or Base Rate Segments, specifying: : (iA) the proposed Conversion/Continuation Date; conversion or continuation date; (iiB) the aggregate amount of Revolving Loans or Segments of the Term Loan to be converted or renewed; continued; (iiiC) the type nature of Loans resulting from the proposed conversion or continuation; and and (ivD) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Dateif applicable. (c) If upon the expiration of any Interest Period applicable to LIBOR Eurodollar Rate LoansLoans or Eurodollar Rate Segments, the Company, in its capacity as operating agent for the Borrower, or the Borrower has failed to timely select a new Interest Period to be applicable to LIBOR such Eurodollar Rate Loans or such Eurodollar Rate Segments, as the case may be, or if any Default or Event of Default shall then existsexist, the Borrower shall be deemed (without the giving of a Notice of Conversion/Continuation) to have elected to convert such LIBOR Eurodollar Rate Loans or Eurodollar Rate Segments, as the case may be, into Base Rate Loans or Base Rate Segments, as applicable, effective as of the expiration date of such current Interest Period. (d) The Upon receipt of a Revolving Loan Notice or Term Loan Interest Rate Selection Notice, the Administrative Agent will promptly notify each Lender thereof, or, if no timely notice is provided, the Administrative Agent will promptly notify each Lender of its receipt the details of a Notice of Conversion/Continuationany automatic conversion. All conversions and continuations shall be made ratably pro rata according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Lender. (e) During After the existence occurrence of an and during the continuance of a Default or Event of Default, the Borrower (i) no Revolving Loan may not elect to have a Loan be requested as, converted into or continued as a LIBOR Eurodollar Rate LoanLoan without the consent of the Requisite Revolving Lenders, and (ii) no Segment of the Term Loan may be converted into or continued as a Eurodollar Rate Segment without the consent of the Requisite Term Loan Lenders. (f) After Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation all Revolving Borrowings, all conversions of LoansRevolving Loans from one Type to the other, and all continuations of Revolving Loans as the same Type, there may shall not be more than eight (8) five different Interest Periods in effect with respect to Revolving Loans. (g) Notwithstanding any other provision contained in this Agreement, after giving effect to the Borrower Borrowing under the Term Loan Facility on the Effective Date, all conversions of Segments of the Term Loan from one Type to the other, and all continuations of Segments of the Term Loan as the same Type, there shall not be more than five different Interest Periods in effect with respect to Segments of the aggregateTerm Loan.

Conversion and Continuation Elections. (a) The Borrower Company may, upon irrevocable written notice to the Administrative Agent in accordance with Subsection 3.2(b): Section 2.2.4(b): (i) elect, as of any Business Day, in the case of a Base Rate Loans Advance, or as of the last day of the applicable Interest Period, in the case of a Term 170444384_7.docx SOFR, to convert any such Loans (Advance into an Advance bearing interest based on another Rate Option; or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into LIBOR Rate Loans; or (ii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR a Term Rate Loans Advance having an Interest Periods Period expiring on such day (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof)day; providedexcept, that if at during the existence of a Default, the Company may not elect to have any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans, provided further that if the notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower shall deliver a Notice of Conversion/Continuation (substantially in the form of Exhibit D or another form acceptable to the Agent) (each, a "Notice of Conversion/Continuation") to be received by the Agent not later than 11:00 a.m. (New York City time) at least three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be Advance converted into a Term SOFR Advance or continued as LIBOR a Term SOFR Advance, Alternative Currency Daily Rate Loans and specifying: (i) Advance or Alternative Currency Term Rate Advance unless the proposed Conversion/Continuation Date; (ii) the aggregate amount of Loans to be converted or renewed; (iii) the type of Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If upon the expiration of any Interest Period applicable to LIBOR Rate Loans, the Borrower has failed to timely select a new Interest Period to be applicable to LIBOR Rate Loans or if any Event of Default then exists, the Borrower shall be deemed (without the giving of a Notice of Conversion/Continuation) to have elected to convert such LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/ContinuationMajority Banks consent thereto. All conversions and continuations of Advances shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each LenderBank. (eb) During The Company shall deliver a notice of conversion/continuation appropriately completed and signed by a Responsible Officer in the existence form attached hereto as Exhibit G (a “Notice of Conversion/Continuation”) or such other form as may be approved by the Administrative Agent (including any form on an Event of Default, electronic platform or electronic transmission system as shall be approved by the Borrower may Administrative Agent) to be received by the Administrative Agent not elect later than 9:00 a.m. (San Francisco time) (i) on the Business Day preceding the Conversion/Continuation Date if the Advance is denominated in Dollars and is to have a Loan be converted into or continued as a LIBOR Base Rate LoanAdvance, (ii) three (3) Business Days before the Conversion/Continuation Date if the Advance is denominated in Dollars and is to be converted into or continued as a Term SOFR Advance or (iii) three (3) Business Days before the Conversion/Continuation Date if the Advance is denominated in an Alternative Currency (or four (4) Business Days in the case of a Special Notice Currency) and is to be continued as an Alternative Currency Term Rate Advance; specifying: (i) the Conversion/Continuation Date, which shall be a Business Day, of such Advance; (ii) the aggregate amount of such Advance to be converted or continued; (iii) the Rate Option for such Advance resulting from the conversion or continuation; and (iv) in the case of each Term Rate Advance, the Interest Period applicable thereto (which may not end after the Termination Date). provided that the Company may give the Administrative Agent a telephonic notice of such request on or before the deadline set forth above so long as any telephonic notice is confirmed promptly by delivery to the Administrative Agent of a written notice. The Administrative Agent at all times shall be entitled to rely on such telephonic notice with respect to such continuation or conversion, regardless of whether any written confirmation is received. (fc) After giving effect If upon the expiration of any Interest Period applicable to a Term SOFR Advance, the Company has failed to timely select a new Interest Period to be applicable to such Advance, or if any conversion Default or continuation Unmatured Default then exists, the Company shall be deemed to have elected to convert such Advance into a Base Rate Advance effective as of Loansthe expiration date of such Interest Period. (d) If upon the expiration of any Interest Period applicable to an Alternative Currency Term Rate Advance, there the Company has failed to select timely a new Interest Period to be applicable to such Advance, such Advance shall be continued as an Alternative Currency Term Rate Advance in its original currency with an Interest Period of one (1) month. 170444384_7.docx (e) No Advance may not be more than eight (8) converted into or continued as a Advance denominated in a different Interest Periods in effect with respect to the Borrower currency, but instead must be prepaid in the aggregateoriginal currency of such Advance and reborrowed in the other currency.

Conversion and Continuation Elections. (a) The Borrower Company may, upon irrevocable written notice to the Administrative Agent in accordance with Subsection 3.2(b):subsection : (i) electelect to convert, as of on any Business Day, in the case of Base any Prime Rate Loans to convert any such Loans (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple 500,000.00 and increments of $1,000,000 100,000 in excess thereof) into LIBOR Rate Loans; or; (ii) elect, as of the last day of the applicable elect to convert on any Interest Period, to continue Payment Date any LIBOR Rate Loans having Interest Periods expiring maturing on such day Interest Payment Date (or any part thereof in an amount not less than $1,000,000, 250,000.00) into Prime Rate Loans; or (iii) elect to renew on any Interest Payment Date any LIBOR Loans maturing on such Interest Payment Date (or that is any part thereof in an integral multiple amount not less than $500,000.00 and increments of $1,000,000 100,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is shall have been reduced, by payment, prepayment, prepayment or conversion of part thereof thereof, to be less than $1,000,000500,000.00, such LIBOR Rate Loans shall automatically convert into Base Prime Rate Loans, provided further that if and on and after such date the notice shall fail to specify the duration right of the Interest PeriodCompany to continue such Loans as, and convert such Interest Period Loans into, LIBOR Loans shall be one monthterminate. (b) The Borrower Company shall deliver by telex, cable or facsimile, confirmed immediately in writing, a Notice of Conversion/Continuation (substantially in the form of Exhibit D or another form acceptable to the Agent) (each, a "Notice of Conversion/Continuation") to which notice must be received by the Administrative Agent not later than 11:00 9:30 a.m. San Francisco time, (New York City timei) at least three (3) Business Days in advance of prior to the Conversion/Continuation DateConversion Date or continuation date, if the Loans are to be converted into or continued as LIBOR Loans, or (ii) on the Conversion Date, if the Loans are to be converted into Prime Rate Loans and Loans) specifying: (i) the proposed Conversion/Continuation DateConversion Date or continuation date; (ii) the aggregate amount of Loans to be converted or renewedcontinued; (iii) the type nature of Loans resulting from the proposed conversion or continuation; and (iv) if the Company elects to convert a Prime Rate Loan into a LIBOR Loan or elects to continue a LIBOR Loan, the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after applicable to such Loan. If the Stated Termination DateConversion/Continuation Notice fails to specify the duration of the Interest Period for a LIBOR Loan, such Interest Period shall be thirty (30) days. (c) If upon the expiration of any Interest Period applicable to LIBOR Rate Loans, Loans the Borrower Company has failed to timely select a new Interest Period to be applicable to LIBOR Rate Loans Loans, or if any Default or Event of Default shall then existsexist, the Borrower Company shall be deemed (without the giving of a Notice of Conversion/Continuation) to have elected to convert such LIBOR Rate Loans into Base Prime Rate Loans effective as of the expiration date of such current Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Lender. (e) During the existence of an Event of DefaultNotwithstanding any other provision contained in this Agreement, the Borrower may not elect to have a Loan converted into or continued as a LIBOR Rate Loan. (f) After after giving effect to any conversion or continuation of any Loans, there may shall not be more than eight four (8) 4) different Interest Periods in effect with respect to the Borrower in the aggregateeffect.

Conversion and Continuation Elections. (aA) The Borrower may, upon irrevocable written notice to the Agent Bank in accordance with Subsection 3.2(b):subsection (B) below: (i) a. elect, as of any Business Day, in the case of Base a Reference Rate Loans Loan, or as of the last day of the applicable Interest Period, in the case of a LIBOR Rate Loan, to convert any such Loans (Reference Rate Loan or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into LIBOR Rate LoansLoan into the other; or (ii) b. elect, as of the last day of the applicable Interest Period, to continue any a LIBOR Rate Loans Loan having an Interest Periods Period expiring on such day (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans, provided further that if the notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one monthday. (bB) The Borrower shall deliver a Notice of Conversion/Continuation (substantially in the form of Exhibit D or another form acceptable to the Agent) (each, a "Notice of Conversion/Continuation") to be received by the Agent Bank not later than 11:00 a.m. (New York City California time) at least (i) three Business Days in advance of the Conversion/Continuation Date, if the Loans are Loan is to be converted into or continued as a LIBOR Rate Loans Loan; and (ii) one Business Day in advance of the Conversion/Continuation Date, if the Loan is to be converted into a Reference Rate Loan, specifying: (i) a. the proposed Conversion/Continuation Date; (ii) the aggregate amount of Loans to be converted or renewed; (iii) the type of Loans resulting from b. whether the proposed conversion or continuationcontinuation will result in a Reference Rate Loan or a LIBOR Rate Loan; and (iv) c. other than in the case of conversion into a Reference Rate Loan, the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (cC) If upon the expiration of any Interest Period applicable to a LIBOR Rate LoansLoan, the Borrower has failed to select timely select a new Interest Period to be applicable to the LIBOR Rate Loans Loan, or if any Event of Default then exists, the Borrower shall be deemed (without the giving of a Notice of Conversion/Continuation) to have elected to convert such the LIBOR Rate Loans Loan into Base a Reference Rate Loans Loan effective as of the expiration date of such Interest Period. (dD) The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation. All conversions and continuations shall be made ratably according to Unless the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Lender. (e) During Bank otherwise consents, during the existence of an Event of Default, the Borrower may not elect to have a Loan the Loans converted into or continued as a LIBOR Rate Loan. (fE) After Unless the Bank otherwise consents, after giving effect to any continuation or conversion or continuation of Loans, there may shall not be more than eight (8) different ten Interest Periods in effect with respect to the Borrower in the aggregateeffect.

Conversion and Continuation Elections. (a) The Borrower Borrowers' ------------------------------------- Designee may, upon irrevocable written notice to the Agent in accordance with Subsection 3.2(bsubsection 2.4(b): (i) elect, as of any Business Day, in the case of Base Rate Loans of a Borrower (other than Swingline Loans), or as of the last day of the applicable Interest Period, in the case of any Offshore Rate Loans of a Borrower denominated in Dollars, to convert any such Loans (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 thereofa Minimum Amount) into LIBOR Rate LoansLoans in Dollars of any other Type; or (ii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Offshore Rate Loans of a Borrower having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple a Minimum Amount) as Offshore Rate Loans of $1,000,000 in excess thereof)the same currency; provided, that if at any time the aggregate amount of LIBOR Offshore Rate Loans of a -------- Borrower denominated in Dollars in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,0005,000,000, such LIBOR Offshore Rate Loans in Dollars shall automatically convert into Base Rate Loans, provided further that if and on and after such date the notice right of such Borrower to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall fail to specify the duration of the Interest Period, such Interest Period shall be one monthterminate. (b) The Borrower Each such conversion and continuation of Revolving Loans shall deliver be made upon delivery by the Borrowers' Designee of a Notice of Conversion/Continuation (substantially in the form of Exhibit D or another form acceptable to the Agent) (each, a ". Each such Notice of Conversion/Continuation") to Continuation must be received by the Agent (i) not later than 11:00 8:00 a.m. (New York City San Francisco time) at least three Business Days in advance of the Conversion/Continuation Date, if the any Offshore Rate Loans in Dollars are to be converted into or continued as LIBOR Offshore Rate Loans denominated in Dollars; (ii) not later than 9:00 a.m. (San Francisco time) four Business Days in advance of the Conversion/Continuation Date, if any Offshore Currency Loans are to be continued as Offshore Currency Loans; and (iii) not later than 9:00 a.m. (San Francisco time) on the Conversion/ Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (iA) the identity of the applicable Borrower; (B) the proposed Conversion/Continuation Date; (iiC) the aggregate amount of Loans to be converted or renewedcontinued; (iiiD) the type Type of Loans resulting from the proposed conversion or continuation; and (ivE) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If upon the expiration of any Interest Period applicable to LIBOR Offshore Rate LoansLoans in Dollars, the Borrower Borrowers' Designee has failed to select timely select a new Interest Period to be applicable to LIBOR such Offshore Rate Loans Loans, or if any Event of Default then exists, the Borrower Borrowers' Designee shall be deemed (without the giving of a Notice of Conversion/Continuation) to have elected to convert such LIBOR Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If the Borrowers' Designee has failed to select a new Interest Period to be applicable to any 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 2.4(b), or if any Event of Default shall then exist, subject to the provisions of subsection 2.5(d), the Borrowers' Designee 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 Lender Bank of its receipt of a Notice of Conversion/ContinuationContinuation of Revolving Loans, or, if no timely notice is provided by the Borrowers' Designee, the Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations of Revolving Loans shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each LenderBank. (e) During Unless the Majority Banks otherwise consent, during the existence of an Event of Default, the Borrower Borrowers' Designee may not elect to have a Loan in Dollars converted into or continued as a LIBOR an Offshore Rate LoanLoan or to have any Offshore Currency Loan continued on the basis of an Interest Period exceeding one month. (f) After giving effect to any conversion or continuation of Loans, unless the Agent shall otherwise consent, there may not be more than eight (8) 15 different Interest Periods in effect with respect to the Borrower in the aggregateany Revolving Loans.

Conversion and Continuation Elections. (a) The Borrower During the period from the Effective Date to the Termination Date, the Company may, upon irrevocable written notice to the Administrative Agent in accordance with Subsection 3.2(b): Section 2.03(b): (i) elect, as of any Business Day, in the case of Base Rate Loans Loans, or as of the last day of the applicable Interest Period, in the case of LIBOR Loans, to convert any such Revolving Credit Loans (into Revolving Credit Loans of any other Interest Rate Type; or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into LIBOR Rate Loans; or (ii) elect, elect as of the last day of the applicable Interest Period, to continue any LIBOR Rate Revolving Credit Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof)day; provided, that if at any time the aggregate amount of a LIBOR Rate Loans Loan in respect of any Revolving Credit Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,0003,000,000, such LIBOR Rate Loans Loan shall automatically convert into a Base Rate Loans, provided further that if the notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one monthLoan. (b) The Borrower Company shall deliver a Notice of Conversion/Continuation (substantially in the form of Exhibit D or another form acceptable to the Agent) (each, a "Notice of Conversion/Continuation") to be received by the Administrative Agent not later than 11:00 a.m. 12:00 noon (New York City Houston, Texas time) at least (i) three (3) Business Days in advance of the Conversion/Continuation Date, if the Revolving Credit Loans are to be converted into or continued as LIBOR Loans; and (ii) one (1) Business Day in advance of the Conversion/Continuation Date, if the Revolving Credit Loans are to be converted into Base Rate Loans and Loans, specifying: : (iA) the proposed Conversion/Continuation Date; ; (iiB) the aggregate amount of Revolving Credit Loans to be converted or renewed; continued; (iiiC) the type Interest Rate Type of Loans resulting from the proposed conversion or continuation; and and (ivD) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If upon the expiration of any Interest Period applicable to LIBOR Rate Loans, the Borrower Company has failed to select timely select a new Interest Period to be applicable to LIBOR Rate Loans Loans, or if any Default or Event of Default then exists, the Borrower Company shall be deemed (without the giving of a Notice of Conversion/Continuation) to have elected to convert such LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Company, the Administrative Agent will promptly notify each Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective Lender’s Pro Rata Share of outstanding principal amounts of the Revolving Credit Loans with respect to which the notice was given held by each Lendergiven. (e) During the existence of an Event of Default, the Borrower may not elect to have a Loan converted into or continued as a LIBOR Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than eight (8) different Interest Periods in effect with respect to the Borrower in the aggregate.

Conversion and Continuation Elections. (a) The So long as (1) no Event of Default or event which with notice, passage of time, or both would constitute an Event of Default exists; (2) no party hereto shall have sent any notice of termination of this Agreement; and (3) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Advances, Borrower may, upon irrevocable written notice to the Agent in accordance with Subsection 3.2(b):Bank: (i) elect, as of elect to convert on any Business Day, Prime Rate Advances in the case an amount equal to $1,000,000 or any integral multiple of Base Rate Loans $100,000 in excess thereof into LIBOR Advances; (ii) elect to convert continue on any Interest Payment Date any LIBOR Advances maturing on such Loans Interest Payment Date (or any part thereof in an amount not less than equal to $1,000,000, 1,000,000 or that is in an any integral multiple of $1,000,000 in excess thereof) into LIBOR Rate Loans; or (ii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 100,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is Advances shall have been reduced, by payment, prepayment, or conversion of part thereof thereof, to be less than $1,000,000, such LIBOR Rate Loans Advances shall automatically convert into Base Prime Rate Loans, provided further that if the notice shall fail Advances; or (iii) elect to specify the duration of the convert on any Interest Period, Payment Date any LIBOR Advances maturing on such Interest Period shall be one monthPayment Date (or any part thereof in an amount equal to $1,000,000 or any integral multiple of $100,000 in excess thereof) into Prime Rate Advances. (b) The Borrower shall deliver a Notice of Conversion/Continuation (substantially in the form of attached hereto as Exhibit D or another form acceptable to the Agent) (each, a "Notice of Conversion/Continuation") C to be received by the Agent not later than Bank prior to 11:00 a.m. (New York City Pacific time) at least (i) three (3) Business Days in advance of the Conversion/Conversion Date or Continuation Date, if the Loans any Advances are to be converted into or continued as LIBOR Advances; and (ii) one (1) Business Day in advance of the Conversion Date, if any Advances are to be converted into Prime Rate Loans and Advances, in each case specifying: (i) the proposed Conversion/Conversion Date or Continuation Date; (ii) the aggregate amount of Loans the Advances to be converted or renewedcontinued which, if any Advances are to be converted into or continued as LIBOR Advances, shall be in an aggregate minimum principal amount of $1,000,000 or in any integral multiple of $100,000 in excess thereof; (iii) the type of Loans resulting from the proposed whether a conversion or continuationa continuation is proposed; and (iv) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If upon the expiration of any Interest Period applicable to any LIBOR Rate LoansAdvances, the Borrower has shall have timely failed to timely select a new Interest Period to be applicable to such LIBOR Rate Loans or if any Event of Default then existsAdvances, the Borrower shall be deemed (without the giving of a Notice of Conversion/Continuation) to have elected to convert such LIBOR Advances into Prime Rate Loans into Base Rate Loans effective as of the expiration date of such Interest PeriodAdvances. (d) The Agent Any LIBOR Advances shall, at Bank’s option, convert into Prime Rate Advances in the event that (i) an Event of Default, or event which with notice, the passage of time, or both would constitute an Event of Default, shall exist, (ii) the Agreement shall terminate, or (iii) the aggregate principal amount of the Prime Rate Advances which have been previously converted to LIBOR Advances, or the aggregate principal amount of existing LIBOR Advances continued, as the case may be, at the beginning of an Interest Period shall at any time during such Interest Period exceed the Committed Revolving Line. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, charge the Designated Deposit Account or any other account Borrower maintains with Bank) any amounts required to compensate Bank for any loss (including loss of anticipated profits), cost, or expense incurred by Bank, as a result of the conversion of LIBOR Advances to Prime Rate Advances pursuant to any of the foregoing. Concurrently with any demand for compensation under this Section 3.4(d), Bank will promptly notify each Lender furnish Borrower with a statement setting forth the basis and amount of its receipt such request by Bank for such compensation. Determinations by Bank for purposes of this Section 3.4(d) of the amounts required to compensate Bank in respect of any loss, costs or expense incurred by Bank as a Notice result of Conversion/Continuation. All conversions and continuations the conversion of LIBOR Advances to Prime Rate Advances pursuant to the circumstances set forth in Sections 3.4(d)(i)-(iii) shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Lenderconclusive absent manifest error. (e) During Notwithstanding anything to the existence of an Event of Defaultcontrary contained herein, the Borrower may not elect to have a Loan converted into or continued as a LIBOR Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may Bank shall not be more than eight (8) different Interest Periods in effect with respect required to the Borrower purchase United States Dollar deposits in the aggregateLondon interbank market or other applicable LIBOR market to fund any LIBOR Advances, but the provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund the LIBOR Advances.

Conversion and Continuation Elections. (a) The Each Borrower may, upon irrevocable written notice to the Paying Agent in accordance with Subsection 3.2(bsubsection 2.4(b): (i) electelect to convert, as of on any Business Day, in the case of any Base Rate Loans to convert any such Loans (or any part thereof in an amount not less than $1,000,000, 5,000,000 or that is in an a higher integral multiple of $1,000,000 in excess thereof100,000) into LIBOR Offshore Rate Loans; or (ii) electelect to convert, as of on the last day of the applicable Interest Period, to continue any LIBOR Offshore Rate Loans having Interest Periods expiring maturing on such day (or any part thereof in an amount not less than $1,000,000, 5,000,000 or that is in an a higher integral multiple of $1,000,000 100,000) into Base Rate Loans; or (iii) elect to continue, on the last day of the applicable Interest Period, any Offshore Rate Loans maturing on such day (or any part thereof in excess thereof)an amount not less than $5,000,000 or a higher integral multiple of $100,000) for a new Interest Period; providedprovided that (x) notwithstanding the foregoing, that but subject to clause (y) below, Borrowings of Term Loans may be in an amount which is not an integral of $100,000 to the extent (and only to the extent) necessary to permit payment of scheduled installments of Term Loans without breaking Interest Periods or as a result of prepayments required pursuant to Section 2.8 and (y) if at any time the aggregate amount of LIBOR Offshore Rate Loans in respect of any Borrowing is shall have been reduced, by payment, prepayment, prepayment or conversion of part thereof to be less than $1,000,0005,000,000, such LIBOR Offshore Rate Loans shall automatically convert into Base Rate Loans, provided further that if the notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The applicable Borrower shall deliver a Notice of Conversion/Continuation (substantially in the form of Exhibit D or another form acceptable to the Agent) (each, a "Notice of Conversion/Continuation") to be received by the Paying Agent not later than 11:00 9:00 a.m. (New York City San Francisco time) at least (i) three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as LIBOR Offshore Rate Loans; and (ii) one Business Day in advance of the Conversion/Continuation Date, if the Loans and are to be converted into Base Rate Loans, specifying: (iA) the proposed Conversion/Continuation Date; (iiB) the aggregate amount of Loans to be converted or renewedcontinued; (iiiC) the type Type of Loans resulting from the proposed conversion or continuation; and (ivD) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If upon the expiration of any Interest Period applicable to LIBOR Offshore Rate Loans, the applicable Borrower has failed to select timely select a new Interest Period to be applicable to LIBOR such Offshore Rate Loans Loans, or if any Unmatured Event of Default or Event of Default then existsexists (and the Majority Lenders have not otherwise agreed pursuant to subsection 2.4(e)), the such Borrower shall be deemed (without the giving of a Notice of Conversion/Continuation) to have elected to convert such LIBOR Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Paying Agent will promptly notify each Lender of its receipt of a Notice of Conversion/ContinuationContinuation or, if no timely notice is provided by the applicable Borrower, the Paying Agent will promptly notify each Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts Pro Rata Shares of the Loans with respect to which the notice was given held by each LenderLenders. (e) During Unless the Majority Lenders otherwise agree, during the existence of an any Unmatured Event of Default or Event of Default, the no Borrower may not elect to have a Loan converted into or continued as a LIBOR an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than eight (8) 12 different Interest Periods in effect with respect to the Borrower in the aggregateeffect.

Conversion and Continuation Elections. (a) The Borrower Company may, upon irrevocable written notice to the Agent in accordance with Subsection 3.2(bsubsection 2.4(b): (i) elect, as of any Business Day, in the case of Base Rate Loans Loans, or as of the last day of the applicable Interest Period, in the case of any other Offshore Rate Loans, to convert any such Loans (or any part thereof in an amount not less than $1,000,0002,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into LIBOR Rate LoansLoans of any other Type; or (ii) elect, elect as of the last day of the applicable Interest Period, to continue any LIBOR Rate Revolving Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,0002,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,0002,000,000, such LIBOR Offshore Rate Loans shall automatically convert into Base Rate Loans, provided further that if and on and after such date the notice shall fail to specify the duration right of the Interest PeriodCompany to continue such Loans as, and convert such Interest Period Loans into, Offshore Rate Loans shall be one monthterminate. (b) The Borrower Company shall deliver a Notice of Conversion/Continuation (substantially in the form of Exhibit D or another form acceptable to the Agent) (each, a "Notice of Conversion/Continuation") to be received by the Agent not later than 11:00 9:00 a.m. (New York City San Francisco time) at least (i) three Business Days in advance of the Conversion/ Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; and (ii) on the Conversion/Continuation Date, if the Loans are to be converted into or continued as LIBOR Base Rate Loans and Loans, specifying: (iA) the proposed Conversion/Continuation Date; (iiB) the aggregate amount of Loans to be converted or renewedcontinued; (iiiC) the type Type of Loans resulting from the proposed conversion or continuation; and (ivD) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If upon the expiration of any Interest Period applicable to LIBOR Offshore Rate Loans, the Borrower Company has failed to select timely select a new Interest Period to be applicable to LIBOR such Offshore Rate Loans Loans, or if any Default or Event of Default then exists, the Borrower Company shall be deemed (without the giving of a Notice of Conversion/Continuation) to have elected to convert such LIBOR Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender Bank of its receipt of a Notice of Conversion/ContinuationContinuation or, if no timely notice is provided by the 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 Loans with respect to which the notice was given held by each LenderBank. (e) During Unless the Required Banks otherwise consent, during the existence of an a Default or Event of Default, the Borrower Company may not elect to have a Loan converted into or continued as a LIBOR an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, unless the Agent shall otherwise consent, there may not be more than eight six (8) 6) different Interest Periods in effect with respect to the Borrower in the aggregateeffect.

Conversion and Continuation Elections. (a) The Borrower may, may upon irrevocable written notice from the Borrower to the Agent in accordance with Subsection 3.2(b):Agent: (i) elect, as of elect to convert on any Business Day, in the case of Base Rate Loans in an amount equal to Two Million Dollars ($2,000,000) or any integral multiple of $100,000 in excess thereof, into LIBOR Loans; or (ii) elect to convert on any Interest Payment Date any LIBOR Loans maturing on such Interest Payment Date into Base Rate Loans; or (iii) elect to continue on any Interest Payment Date any LIBOR Loans maturing on such Interest Payment Date (or any part thereof in an amount not less than equal to Two Million Dollars ($1,000,000, 2,000,000) or that is in an any integral multiple of $1,000,000 in excess thereof) into LIBOR Rate Loans; or (ii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 100,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans, provided further that if the notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower shall deliver a Notice of Conversion/Continuation (substantially Notice in the form accordance with SECTION 12.4 of Exhibit D or another form acceptable to the Agent) (each, a "Notice of Conversion/Continuation") this Agreement to be received by the Agent not later than 11:00 a.m. (New York City prior to 10:00 a.m., San Jose, California time) , at least (i) three (3) Business Days in advance of the Conversion/Continuation Dateconversion date or continuation date, if the any Loans are to be converted into or continued as LIBOR Loans; and (ii) on the conversion date, if any Loans are to be converted into Base Rate Loans and Loans; specifying: (iA) the proposed Conversion/Conversion Date or Continuation Date; (iiB) the aggregate amount of Loans to be converted or renewedcontinued; (iiiC) the type nature of Loans resulting from the proposed conversion or continuation; and (ivD) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If upon the expiration of any Interest Period applicable to any LIBOR Rate Loans, the Borrower has shall have failed to timely select have given due notice to the Agent of the Borrower's selection of a new Interest Period to be applicable to such LIBOR Rate Loans or if any Event of Default then existsLoans, the Borrower shall be deemed (without the giving of a Notice of Conversion/Continuation) to have elected to convert such LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest PeriodLoans. (d) The Upon receipt of a Conversion/Continuation Notice, the Agent will promptly notify each Lender thereof, or, if no timely notice is provided by the Borrower, the Agent will promptly notify each Lender of its receipt the details of a Notice of Conversion/Continuationany automatic conversion. All conversions and continuations shall be made ratably according to each Lender's applicable Pro Rata Share of the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Lendergiven. (e) During Unless all Lenders shall otherwise consent, during the existence of a Potential Event of Default or an Event of Default, the Borrower may not elect to have a Loan converted into or continued as a LIBOR Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than eight (8) different Interest Periods in effect with respect to the Borrower in the aggregate.

Conversion and Continuation Elections. (a) The Borrower may, upon irrevocable written notice to the Administrative Agent in accordance with Subsection 3.2(bSection 2.5(b): (i) elect, as of any Business Day, in the case of Base Rate Loans Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of Loans, to convert any such Loans (or any part thereof in an amount not less than $1,000,0003,000,000, or that is in an integral multiple of $1,000,000 500,000 in excess thereof) into LIBOR Rate LoansLoans of any other Type; or (ii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,0003,000,000, or that is in an integral multiple of $1,000,000 500,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Offshore Rate Loans shall automatically convert into Base Rate Loans, provided further that if and on and after such date the notice shall fail to specify the duration right of the Interest PeriodBorrower to continue such Loans as, and convert such Interest Period Loans into, Offshore Rate Loans shall be one monthterminate. (b) The Borrower shall deliver a Notice of Conversion/Conversion/ Continuation (substantially in the form of Exhibit D or another form acceptable to the Agent) (each, a "Notice of Conversion/Continuation") to be received by the Administrative Agent not later than 11:00 9:00 a.m. (New York City San Francisco time) at least (x) three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as LIBOR Offshore Rate Loans; and (y) one Business Day in advance of the Conversion/Continuation Date, if the Loans and are to be converted into Base Rate Loans, specifying: (i) the proposed Conversion/Continuation Date; (ii) the aggregate amount of Loans to be converted or renewedcontinued; (iii) the type Type of Loans resulting from the proposed conversion or continuation; and (iv) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If upon the expiration of any Interest Period applicable to LIBOR Offshore Rate Loans, the Borrower has failed to select timely select a new Interest Period to be applicable to LIBOR such Offshore Rate Loans or if any Default or Event of Default then exists, the Borrower shall be deemed (without the giving of a Notice of Conversion/Continuation) to have elected to convert such LIBOR Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Borrower, the Administrative Agent will promptly notify each 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 Loans with respect to which the notice was given held by each Lender. (e) During the existence of an Event of Default, the Borrower may not elect to have a Loan converted into or continued as a LIBOR Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than eight five (8) 5) different Interest Periods in effect. (f) The Borrower may not select any Interest Period for a Term Loan if, after giving effect with respect to such selection, the Borrower would have to prepay any Offshore Rate Loan in the aggregateorder to make any scheduled prepayment of such Term Loan.

Conversion and Continuation Elections. (a) The Each Borrower may, upon irrevocable written notice to the Agent in accordance with Subsection 3.2(bSection 2.04(b): (i) elect, as of any Business Day, in the case of elect to convert Base Rate Loans to Term SOFR Loans or elect to convert Term SOFR Loans to Base Rate Loans, as applicable; provided, that, (A) any partial conversion of any such Loans shall be in (or any part thereof in 1) an aggregate amount not less than $1,000,0005,000,000 (or such lesser amount agreed to by the Agent), or that is in and (2) an integral multiple of $1,000,000 in excess thereof500,000, and (B) any conversion of any such Term SOFR Loans into LIBOR Base Rate LoansLoans may occur only on the last day of the applicable Interest Period therefor; or (ii) elect, elect as of the last day of the applicable Interest Period, to continue any LIBOR Term SOFR Loans or any Alternative Currency Term Rate Loans having Interest Periods expiring on such day (or any part thereof in an aggregate Dollar Equivalent amount that is (A) not less than $1,000,0005,000,000 (or such lesser amount agreed to by the Agent), or that is in and (B) an integral multiple of $1,000,000 in excess thereof500,000 units of the Applicable Currency); provided, that that, if at any time the aggregate amount of LIBOR any Loans (other than Base Rate Loans Loans) in respect of any Borrowing is reduced, by payment, prepayment, prepayment or conversion of part thereof to be less than the Dollar Equivalent of $1,000,0005,000,000, such LIBOR Rate Loans shall automatically convert (x) if denominated in Dollars, be converted into Base Rate Loans, provided further that or (y) if denominated in an Alternative Currency, be prepaid, in each case on the notice shall fail to specify the duration last day of the Interest PeriodPeriod therefor (or, with respect to any Alternative Currency Daily Rate Loans, on the date of such Interest Period shall be one monthreduction). (b) The Each Borrower shall deliver a Notice of Conversion/Continuation (substantially in the form of Exhibit D or another form acceptable to the Agent) (each, a "Notice of Conversion/Continuation") to be received by the Agent not later than 11:00 10:30 a.m. (New York City local time) at least three (i) two Business Days in advance of the Conversion/Continuation Date, if the applicable Loans are to be converted into or continued as LIBOR Term SOFR Loans denominated in Dollars, (ii) four Business Days in advance of the Conversion/Continuation Date, if the applicable Revolving Loans are to be continued as Alternative Currency Term Rate Loans denominated in a currency specified in the definition of “Alternative Currency” on the Effective Date, (iii) the number of Business Days determined by the Agent to be customary for its syndicated credit facilities, if the applicable Revolving Loans are to be continued as Alternative Currency Loans in a currency not covered by the preceding clause (ii) above, and (iv) on the Conversion/Continuation Date, if the applicable Loans are to be converted into Base Rate Loans, specifying: (iA) the proposed Conversion/Continuation Date; (iiB) the aggregate amount of Loans to be converted or renewedcontinued; (iiiC) the type Type of Loans resulting from the proposed conversion or continuation; and (ivD) to the extent the resulting Loans are Term SOFR Loans or Alternative Currency Term Rate Loans, the duration of the requested Interest Period, ; provided, howeverthat, if the applicable Borrower may not select is requesting that such Loans have an Interest Period that ends after other than one, three or six months (as applicable) as provided in the Stated Termination definition of “Interest Period”, the applicable Notice of Conversion/Continuation must be received by the Agent not later than 10:30 a.m. (local time) at least (1) four Business Days prior to the requested Conversion/Continuation Date, if the resulting Loans are to be Term SOFR Loans, whereupon the Agent shall give prompt notice thereof to the applicable Lenders and determine whether the requested Interest Period is consented to by all of them (it being understood and agreed that, not later than 11:00 a.m. (local time), three Business Days prior to the requested Conversion/Continuation Date, the Agent shall notify the applicable Borrower (which notice may be by telephone) whether the requested Interest Period has been consented to by all of the applicable Lenders), (2) six Business Days prior to the requested Conversion/Continuation Date, if the resulting Loans are to be Alternative Currency Loans denominated in a currency specified in the definition of “Alternative Currency” on the Effective Date, whereupon the Agent shall give prompt notice thereof to the applicable Lenders and determine whether the requested Interest Period is consented to by all of them (it being understood and agreed that, not later than 11:00 a.m. (local time), five Business Days prior to the requested Conversion/Continuation Date, the Agent shall notify the applicable Borrower (which notice may be by telephone) whether the requested Interest Period has been consented to by all of the applicable Lenders), and (3) two additional Business Days prior to the date on which a Notice of Conversion/Continuation is otherwise required to be delivered pursuant to this Section 2.04(b), if the resulting Loans are to be Alternative Currency Loans denominated in a currency not specified in the definition of “Alternative Currency” on the Effective Date, whereupon the Agent shall give prompt notice thereof to the applicable Lenders and determine whether the requested Interest Period is consented to by all of them (it being understood and agreed that, not later than 11:00 a.m. (local time), on the Business Day immediately following such request, the Agent shall notify the applicable Borrower (which notice may be by telephone) whether the requested Interest Period has been consented to by all of the applicable Lenders). (c) If upon the expiration of any Interest Period applicable to LIBOR any Term SOFR Loans or any Alternative Currency Term Rate Loans, the a Borrower has failed to select timely select a new Interest Period to be applicable to LIBOR Rate Loans or if any Event of Default such Loans, as the case may be, then exists, the such Borrower shall be deemed (without the giving of a Notice of Conversion/Continuation) to have elected to convert continue such LIBOR Loans as Term SOFR Loans or Alternative Currency Term Rate Loans into Base Rate Loans Loans, as applicable, denominated in the same currency and having a one-month Interest Period effective as of the expiration date of such expiring Interest Period. (d) The Agent will promptly notify each applicable Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by a Borrower, of the details of any automatic conversion or continuation. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Lender. (e) During the existence of an Event of Default, the Borrower may not elect to have a Loan converted into or continued as a LIBOR Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than eight (8) different Interest Periods in effect with respect to the Borrower in the aggregate.

Conversion and Continuation Elections. (a) The Borrower Borrowers' ------------------------------------- Designee may, upon irrevocable written notice to the Agent in accordance with Subsection 3.2(bsubsection 2.4(b): (i) elect, as of any Business Day, in the case of Base Rate Loans of a Borrower (other than Swingline Loans), or as of the last day of the applicable Interest Period, in the case of any Offshore Rate Loans of a Borrower denominated in Dollars, to convert any such Loans (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 thereofa Minimum Amount) into LIBOR Rate LoansLoans in Dollars of any other Type; or (ii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Offshore Rate Loans of a Borrower having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple a Minimum Amount) as Offshore Rate Loans of $1,000,000 in excess thereof)the same currency; provided, that if at any time the aggregate amount of LIBOR Offshore Rate Loans of a Borrower denominated in Dollars in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,0005,000,000, such LIBOR Offshore Rate Loans in Dollars shall automatically convert into Base Rate Loans, provided further that if and on and after such date the notice right of such Borrower to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall fail to specify the duration of the Interest Period, such Interest Period shall be one monthterminate. (b) The Borrower Each such conversion and continuation of Revolving Loans shall deliver be made upon delivery by the Borrowers' Designee of a Notice of Conversion/Continuation (substantially in the form of Exhibit D or another form acceptable to the Agent) (each, a ". Each such Notice of Conversion/Continuation") to Continuation must be received by the Agent (i) not later than 11:00 8:00 a.m. (New York City San Francisco time) at least three Business Days in advance of the Conversion/Continuation Date, if the any Offshore Rate Loans in Dollars are to be converted into or continued as LIBOR Offshore Rate Loans denominated in Dollars; (ii) not later than 9:00 a.m. (San Francisco time) four Business Days in advance of the Conversion/Continuation Date, if any Offshore Currency Loans are to be continued as Offshore Currency Loans; and (iii) not later than 9:00 a.m. (San Francisco time) on the Conversion/ Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (iA) the identity of the applicable Borrower; (B) the proposed Conversion/Continuation Date; (iiC) the aggregate amount of Loans to be converted or renewedcontinued; (iiiD) the type Type of Loans resulting from the proposed conversion or continuation; and (ivE) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If upon the expiration of any Interest Period applicable to LIBOR Offshore Rate LoansLoans in Dollars, the Borrower Borrowers' Designee has failed to select timely select a new Interest Period to be applicable to LIBOR such Offshore Rate Loans Loans, or if any Event of Default then exists, the Borrower Borrowers' Designee shall be deemed (without the giving of a Notice of Conversion/Continuation) to have elected to convert such LIBOR Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If the Borrowers' Designee has failed to select a new Interest Period to be applicable to any 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 2.4(b), or if any Event of Default shall then exist, subject to the provisions of subsection 2.5(d), the Borrowers' Designee 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 Lender Bank of its receipt of a Notice of Conversion/ContinuationContinuation of Revolving Loans, or, if no timely notice is provided by the Borrowers' Designee, the Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations of Revolving Loans shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each LenderBank. (e) During Unless the Majority Banks otherwise consent, during the existence of an Event of Default, the Borrower Borrowers' Designee may not elect to have a Loan in Dollars converted into or continued as a LIBOR an Offshore Rate LoanLoan or to have any Offshore Currency Loan continued on the basis of an Interest Period exceeding one month. (f) After giving effect to any conversion or continuation of Loans, unless the Agent shall otherwise consent, there may not be more than eight (8) 15 different Interest Periods in effect with respect to the Borrower in the aggregateany Revolving Loans.

Conversion and Continuation Elections. (a) The A Borrower may, upon irrevocable written notice to the Agent in accordance with Subsection Section 3.2(b): (i) elect, as of any Business Day, in the case of Base Rate Revolving Loans to convert any such Revolving Loans (or any part thereof in an amount not less than $1,000,0005,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into LIBOR Rate Revolving Loans; or (ii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Rate Revolving Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,0005,000,000, or that is in an integral multiple of $1,000,000 in excess thereof)) as LIBOR Rate Revolving Loans; provided, provided that if at any time the aggregate amount of LIBOR Rate Revolving Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,0005,000,000, such LIBOR Rate Revolving Loans shall shall, effective as of the expiration date of the applicable Interest Period, automatically convert into Base Rate Revolving Loans, provided further that if the notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower Borrowers shall deliver a Notice notice of Conversionconversion/Continuation (substantially continuation in the form of Exhibit D or another form acceptable to the Agent) (each, a "Notice of Conversion/Continuation") to be received by the Agent not later than 11:00 a.m. (New York City Dallas, Texas time) at least three (3) Business Days in advance of the Conversion/Continuation Date, if the Revolving Loans are to be converted into or continued as LIBOR Rate Revolving Loans and specifying: (i) the proposed Conversion/Continuation Date; (ii) the Revolving Loans and the aggregate amount of such Revolving Loans to be converted or renewed; (iii) the type of Revolving Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If upon the expiration of any Interest Period applicable to LIBOR Rate Revolving Loans, the Borrower has Borrowers have failed to timely select a new Interest Period to be applicable to such LIBOR Rate Revolving Loans or if any Default or Event of Default then exists, the Borrower Borrowers shall be deemed (without the giving of a Notice of Conversion/Continuation) to have elected to convert such LIBOR Rate Revolving Loans into Base Rate Revolving Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Revolving Loans with respect to which the notice Notice of Conversion/Continuation was given held by each Lender. (e) During the existence of an a Default or Event of Default, the Borrower Borrowers may not elect to have a Revolving Loan converted into or continued as a LIBOR Rate Revolving Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than eight (8) different Interest Periods in effect with respect to the Borrower in the aggregate.

Conversion and Continuation Elections. (a) The Prior to the Stated Maturity Date, Borrower may, upon irrevocable written notice to the Administrative Agent in accordance with Subsection 3.2(b): Section 2.03(b): (i) elect, as of any Business Day, in the case of Base Rate Loans of either Class, or as of the last day of the applicable Interest Period, in the case of LIBOR Loans of either Class, to convert any such Loans (into the same Class of Loans of any other Interest Rate Type; or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into LIBOR Rate Loans; or (ii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof)day; provided, that no more than six (6) LIBOR Loan tranches of Revolving Credit Loans, may exist at any one time and if at any time the aggregate amount of a LIBOR Rate Loans Loan in respect of any Borrowing is reduced, reduced by payment, prepayment, or conversion of part thereof to be less than $1,000,000100,000, such LIBOR Rate Loans Loan shall automatically convert into a Base Rate LoansLoan. Notwithstanding anything to the contrary herein, provided further that if the notice shall fail a Swing Line Loan may not be converted to specify the duration of the Interest Period, such Interest Period shall be one montha LIBOR Loan. (b) The Borrower shall deliver a an irrevocable Notice of Conversion/Continuation (substantially in the form of Exhibit D or another form acceptable to the Agent) (each, a "Notice of Conversion/Continuation") to be received by the Administrative Agent not later than 11:00 a.m. (New York City Atlanta, Georgia time) at least (i) three (3) Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued LIBOR Loans and (ii) three (3) Business Days in advance of the last day of the applicable Interest Period, in the case of LIBOR Loans, to continue any such Loans having Interest Periods expiring on such day as LIBOR Rate Loans and of the same or different Interest Period, specifying: : (iA) the proposed Conversion/Continuation Date; ; (iiB) the aggregate amount of Loans to be converted or renewed; ; (iiiC) the type Interest Rate Type of Loans resulting from the proposed conversion or continuation; and and (ivD) other than in the case of conversion into Base Rate Loans, the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If upon If, by 11:00 a.m. (Atlanta, Georgia time) on the expiration date that is three (3) Business Days in advance of the last day of any Interest Period applicable to LIBOR Rate Loans, the Borrower has failed to timely select notify Administrative Agent of its selection for a new Interest Period to be applicable to LIBOR Rate Loans Loans, or if any Event of Default then exists, the Borrower shall be deemed (without the giving of a Notice of Conversion/Continuation) to have elected to convert such LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. . Notwithstanding any contrary provision hereof, if (di) The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation. All conversions Borrowing Base Deficiency has occurred and continuations shall is continuing, no outstanding Loan may be made ratably according converted to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Lender. (e) During the existence of an Event of Default, the Borrower may not elect to have a Loan converted into or continued as a LIBOR Rate Loan. Loan with an Interest Period longer than one month (f) After giving effect to and any Notice of Conversion/Continuation that requests the conversion of any Borrowing to, or continuation of Loansany Loan as, there a LIBOR Loan shall be deemed to request an Interest Period of one month) and (ii) an Event of Default has occurred and is continuing, no outstanding Loans may not be more than eight converted to or continued as a LIBOR Loan (8) different and any Notice of Conversion/Continuation that requests the conversion of any Loans to, or continuation of any Loans as, a LIBOR Loan shall be ineffective) and, unless repaid, each LIBOR Loan shall be converted to a Base Rate Loan at the end of the Interest Periods in effect with respect to the Borrower in the aggregatePeriod applicable thereto.

Conversion and Continuation Elections. (a) The So long as (i) no Event of Default or Default exists; (ii) Borrower shall not have sent any notice of termination of this Agreement; and (iii) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Credit Extensions, Borrower may, upon irrevocable written notice to the Agent in accordance with Subsection 3.2(b):Bank: (i1) elect, as of elect to convert on any Business Day, Prime Rate Credit Extensions in the case an amount equal to One Million Dollars ($1,000,000.00) or any integral multiple of Base Rate Loans One Million Dollars ($1,000,000.00) in excess thereof into LIBOR Credit Extensions; (2) elect to convert continue on any Interest Payment Date any LIBOR Credit Extensions maturing on such Loans Interest Payment Date (or any part thereof in an amount not less than equal to One Million Dollars ($1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof1,000,000.00) into LIBOR Rate Loans; or (ii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, however, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is Credit Extensions shall have been reduced, by payment, prepayment, or conversion of part thereof thereof, to be less than One Million Dollars ($1,000,0001,000,000.00), such LIBOR Rate Loans Credit Extensions shall automatically convert into Base Prime Rate LoansCredit Extensions, provided further that if and on and after such date the notice right of Borrower to continue such Credit Extensions as, and convert such Credit Extensions into, LIBOR Credit Extensions shall fail terminate; or (3) elect to specify the duration of the convert on any Interest Period, Payment Date any LIBOR Credit Extensions maturing on such Interest Period shall be one monthPayment Date (or any part thereof in an amount equal to One Million Dollars ($1,000,000.00) or any integral multiple of One Million Dollars ($1,000,000.00) in excess thereof) into Prime Rate Credit Extensions. (b) The Borrower shall deliver a Notice of Conversion/Continuation (substantially in the form of Exhibit D or another form acceptable to the Agent) (each, a "Notice of Conversion/Continuation") accordance with Section 10 to be received by the Agent not later than Bank prior to 11:00 a.m. (New York City time) Pacific time at least (i) three (3) Business Days in advance of the Conversion/Conversion Date or Continuation Date, if the Loans any Credit Extensions are to be converted into or continued as LIBOR Credit Extensions; and (ii) one (1) Business Day in advance of the Conversion Date, if any Credit Extensions are to be converted into Prime Rate Loans and specifyingCredit Extensions, in each case specifying the: (i1) the proposed Conversion/Conversion Date or Continuation Date; (ii2) the aggregate amount of Loans the Credit Extensions to be converted or renewedcontinued which, if any Credit Extensions are to be converted into or continued as LIBOR Credit Extensions, shall be in an aggregate minimum principal amount of $1,000,000 or in any integral multiple of $1,000,000 in excess thereof; (iii3) the type nature of Loans resulting from the proposed conversion or continuation; and (iv4) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If upon the expiration of any Interest Period applicable to any LIBOR Rate LoansCredit Extensions, the Borrower has shall have failed to timely select a new Interest Period to be applicable to such LIBOR Rate Loans or if any Event of Default then existsCredit Extensions, the Borrower shall be deemed (without the giving of a Notice of Conversion/Continuation) to have elected to convert such LIBOR Credit Extensions into Prime Rate Loans into Base Rate Loans effective as of the expiration date of such Interest PeriodCredit Extensions. (d) The Agent will promptly notify each Lender Any LIBOR Credit Extensions shall, at Bank’s option, convert into Prime Rate Credit Extensions in the event that (i) an Event of its receipt of a Notice of Conversion/Continuation. All conversions and continuations Default or Default shall be made ratably according to exist, or (ii) the respective outstanding aggregate principal amounts amount of the Loans Prime Rate Credit Extensions which have been previously converted to LIBOR Credit Extensions, or the aggregate principal amount of existing LIBOR Credit Extensions continued, as the case may be, at the beginning of an Interest Period shall at any time during such Interest Period exceed the Revolving Line. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, charge the Designated Deposit Account or any other account Borrower maintains with respect Bank) any amounts required to which compensate Bank for any loss (including loss of anticipated profits), cost, or expense incurred by Bank, as a result of the notice was given held by each Lenderconversion of LIBOR Credit Extensions to Prime Rate Credit Extensions pursuant to any of the foregoing. (e) During Notwithstanding anything to the existence of an Event of Defaultcontrary contained herein, the Borrower may not elect to have a Loan converted into or continued as a LIBOR Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may Bank shall not be more than eight (8) different Interest Periods in effect with respect required to the Borrower purchase United States Dollar deposits in the aggregateLondon interbank market or other applicable LIBOR market to fund any LIBOR Credit Extensions, but the provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund the LIBOR Credit Extensions.

Conversion and Continuation Elections. (a) The Borrower During the period from the Effective Date to the Termination Date, the Company may, upon irrevocable written notice to the Administrative Agent in accordance with Subsection 3.2(b): Section 2.03(b): (i) elect, as of any Business Day, in the case of Base Rate Loans Loans, or as of the last day of the applicable Interest Period, in the case of LIBOR Loans, to convert any such Revolving Credit Loans (into Revolving Credit Loans of any other Interest Rate Type; or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into LIBOR Rate Loans; or (ii) elect, elect as of the last day of the applicable Interest Period, to continue any LIBOR Rate Revolving Credit Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof)day; provided, that if at any time the aggregate amount of a LIBOR Rate Loans Loan in respect of any Revolving Credit Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,0003,000,000, such LIBOR Rate Loans Loan shall automatically convert into a Base Rate Loans, provided further that if the notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one monthLoan. (b) The Borrower Company shall deliver a Notice of Conversion/Continuation (substantially in the form of Exhibit D or another form acceptable to the Agent) (each, a "Notice of Conversion/Continuation") to be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (New York City Houston, Texas time) at least (i) three (3) Business Days in advance of the Conversion/Continuation Date, if the Revolving Credit Loans are to be converted into or continued as LIBOR Loans; and (ii) one (1) Business Day in advance of the Conversion/Continuation Date, if the Revolving Credit Loans are to be converted into Base Rate Loans and Loans, specifying: : (iA) the proposed Conversion/Continuation Date; ; (iiB) the aggregate amount of Revolving Credit Loans to be converted or renewed; continued; (iiiC) the type Interest Rate Type of Loans resulting from the proposed conversion or continuation; and and (ivD) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If upon the expiration of any Interest Period applicable to LIBOR Rate Loans, the Borrower Company has failed to select timely select a new Interest Period to be applicable to LIBOR Rate Loans Loans, or if any Default or Event of Default then exists, the Borrower Company shall be deemed (without the giving of a Notice of Conversion/Continuation) to have elected to convert such LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Company, the Administrative Agent will promptly notify each Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective Lender’s Pro Rata Share of outstanding principal amounts of the Revolving Credit Loans with respect to which the notice was given held by each Lendergiven. (e) During the existence of an Event of Default, the Borrower may not elect to have a Loan converted into or continued as a LIBOR Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than eight (8) different Interest Periods in effect with respect to the Borrower in the aggregate.

Conversion and Continuation Elections. (a) The Borrower Holdings may, upon irrevocable written notice to the Agent in accordance with Subsection 3.2(bsubsection 2.04(b): (i) elect, as of any Business Day, in the case of Base Rate Loans Loans, or as of the last day of the applicable Interest Period, in the case of any Offshore Rate Loans, to convert any such Loans (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 thereofa Minimum Amount) into LIBOR Rate LoansLoans of any other Type; or (ii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Rate Revolving Loans or Term Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereofa Minimum Amount); provided, PROVIDED that if at any time the aggregate amount of LIBOR Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,0005,000,000, such LIBOR Offshore Rate Loans shall automatically convert into Base Rate Loans, provided further that if and on and after such date the notice right of Holdings to continue such Loans as, and convert such Loans into, Offshore Rate Loans, shall fail to specify the duration of the Interest Period, such Interest Period shall be one monthterminate. (b) The Borrower Holdings shall deliver a Notice of Conversion/Continuation (substantially in the form of Exhibit D or another form acceptable to the Agent) (each, a "Notice of Conversion/Continuation") to be received by the Agent (i) not later than 11:00 9:00 a.m. (New York City San Francisco time) at least three Business Days in advance of the Conversion/ Continuation Date, if the Loans are to be converted into or continued as Offshore Rate Loans; and (ii) prior to 9:00 a.m. (San Francisco time) on the Conversion/Continuation Date, if the Loans are to be converted into or continued as LIBOR Base Rate Loans and Loans, specifying: (i) the proposed Conversion/Continuation Date; (ii) the aggregate amount of Loans to be converted or renewedcontinued; (iii) the type Type of Loans resulting from the proposed conversion or continuation; and (iv) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period, provided, however, subject to the Borrower may not select an provisions of the definition of "Interest Period that ends after the Stated Termination DatePeriod" herein. (c) If upon the expiration of any Interest Period applicable to LIBOR Offshore Rate Loans, the Borrower Holdings has failed to select timely select a new Interest Period to be applicable to LIBOR such Offshore Rate Loans Loans, as the case may be, or if any Default or Event of Default then exists, the Borrower Holdings shall be deemed (without the giving of a Notice of Conversion/Continuation) to have elected to convert such LIBOR Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by Holdings, 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 Loans with respect to which the notice was given held by each LenderBank. (e) During Unless the Majority Banks otherwise consent, during the existence of an a Default or Event of Default, the Borrower Holdings may not elect to have a Loan converted into or continued as a LIBOR an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, unless the Agent shall otherwise consent, there may not be more than eight (8) different Interest Periods in effect with respect to the Borrower in the aggregateeffect.

Conversion and Continuation Elections. (a) The Borrower Company may, upon irrevocable written notice to the Agent in accordance with Subsection 3.2(bsubsection 2.04(b): (i) elect, as of any Business Day, in the case of Base Rate Loans Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of Loans, to convert any such Loans (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 500,000 in excess thereof) into LIBOR Rate LoansLoans of any other Type; or (ii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 500,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Offshore Rate Loans shall automatically convert into Base Rate Loans, provided further that if and on and after such date the notice shall fail to specify the duration right of the Interest PeriodCompany to continue such Loans as, and convert such Interest Period Loans into, Offshore Rate Loans shall be one monthterminate. (b) The Borrower Company shall deliver a Notice of Conversion/Continuation (substantially in the form of Exhibit D or another form acceptable to the Agent) (each, a "Notice of Conversion/Continuation") to be received by the Agent not later than 11:00 10:30 a.m. (New York City San Francisco time) at least (i) three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as LIBOR Offshore Rate Loans; and (ii) on the Conversion/Continuation Date, if the Loans and are to be converted into Base Rate Loans, specifying: (iA) the proposed Conversion/Continuation Date; (iiB) the aggregate amount of Loans to be converted or renewedcontinued; (iiiC) the type Type of Loans resulting from the proposed conversion or continuation; and (ivD) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If upon the expiration of any Interest Period applicable to LIBOR Offshore Rate Loans, the Borrower Company has failed to select timely select a new Interest Period to be applicable to LIBOR such Offshore Rate Loans Loans, or if any Default or Event of Default then exists, the Borrower Company shall be deemed (without the giving of a Notice of Conversion/Continuation) to have elected to convert such LIBOR Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the 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 Loans with respect to which the notice was given held by each LenderBank. (e) During Unless the Majority Banks otherwise consent, during the existence of an a Default or Event of Default, the Borrower Company may not elect to have a Loan converted into or continued as a LIBOR an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, unless the Agent shall otherwise consent, there may not be more than eight (8) 10 different Interest Periods in effect with respect to the Borrower in the aggregateeffect.

Conversion and Continuation Elections. (a) The Prior to the Termination Date, the Borrower may, upon irrevocable written notice to the Administrative Agent in accordance with Subsection 3.2(b): Section 2.03(b): (i) elect, as of any Business Day, in the case of Base Rate Loans Loans, or as of the last day of the applicable Interest Period, in the case of LIBOR Loans, to convert any such Loans (into Loans of any other Interest Rate Type; or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into LIBOR Rate Loans; or (ii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof)day; provided, that no more than five (5) LIBOR Loan tranches may exist at any one time and if at any time the aggregate amount any borrowing of LIBOR Rate Loans in respect of any Borrowing is reduced, reduced by payment, prepayment, prepayment or conversion of part thereof to be less than $1,000,000100,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans, provided further that if the notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower shall deliver a an irrevocable Notice of Conversion/Continuation (substantially in the form of Exhibit D or another form acceptable to the Agent) (each, a "Notice of Conversion/Continuation") to be received by the Administrative Agent not later than 11:00 a.m. (New York City Central time) at least (i) three (3) Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or LIBOR Loans; (ii) three (3) Business Days in advance of the last day of any Interest Period applicable to LIBOR Loans, if any such Loans are to be continued as LIBOR Loans of the same or a different Interest Period, and (iii) one (1) Business Day in advance of the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans and Loans, in each case specifying: : (iA) the proposed Conversion/Continuation Date; ; (iiB) the aggregate amount of Loans to be converted or renewed; ; (iiiC) the type Interest Rate Type of Loans resulting from the proposed conversion or continuation; and and (ivD) other than in the case of conversion into Base Rate Loans, the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If upon the expiration of any Interest Period applicable to LIBOR Rate Loans, the Borrower has failed to timely select notify Administrative Agent of its selection of a new Interest Period to be applicable to such LIBOR Rate Loans Loans, or if any Event of Default then exists, the Borrower shall be deemed (without the giving of a Notice of Conversion/Continuation) to have elected to convert such LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Lender. (e) During the existence of an Event of Default, the Borrower may not elect to have a Loan converted into or continued as a LIBOR Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than eight (8) different Interest Periods in effect with respect to the Borrower in the aggregate.