Common use of Conversion and Continuation Elections Clause in Contracts

Conversion and Continuation Elections. (a) Subject to the last sentence of this Section 2.6(a), the Borrower shall have the option to (i) request that any Revolving Loan be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any such election must be made by the Borrower by 2:00 p.m. on the third Business Day prior to (1) the date of any proposed Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 p.m. on the third Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted to a Base Rate Loan. The Borrower must make such election by notice to Agent in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 2.6 or in a writing in any other form acceptable to Agent. No Loan shall be made, converted into or continued as a LIBOR Rate Loan, if (x) an Event of Default has occurred and is continuing and Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determination. (b) Upon receipt of a Notice of Conversion/Continuation, Agent will promptly notify each Lender thereof. In addition, Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of LIBOR; provided that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than seven (7) different Interest Periods in effect.

Conversion and Continuation Elections. (a) Subject to the last sentence of this Section 2.6(a), the The Borrower shall have the option to (i) request that any Revolving Loan be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $500,000. Any such election must be made by the Borrower by 2:00 1:00 p.m. (Chicago time) on the third Business Day prior to (1) the date of any proposed Revolving Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 1:00 p.m. (Chicago time) on the third Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted to a Base Rate LoanLoan at the end of its Interest Period. The Borrower must make such election by notice to Agent in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 2.6 1.6 or in a writing in any other form acceptable to Agent. No Loan shall be made, converted into or continued as a LIBOR Rate Loan, if (x) an Event of Default has occurred and is continuing and Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determinationthereof. (b) Upon receipt of a Notice of Conversion/Continuation, Agent will promptly notify each Lender thereof. In addition, Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of LIBOR; provided that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than seven five (75) different Interest Periods in effect.

Conversion and Continuation Elections. (a) Subject to the last sentence of this Section 2.6(a), the Borrower Borrowers shall have the option to (i) request that any Revolving Loan be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $1,000,000 and integral multiples of $100,000 in excess of such amount. Any such election must be made by the Borrower Representative by 2:00 p.m. (New York time) on the third 3rd Business Day prior to (1) the date of any proposed Revolving Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes Borrowers wish to convert any Base Rate Loan to a LIBOR Rate Loan for an a Interest Period designated by the Borrower Representative in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 p.m. (New York time) on the third 3rd Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted to a Base Rate LoanLoan at the end of its Interest Period. The Borrower Representative must make such election by notice to the Agent in writing, including by fax or overnight courier (or by telephone, to be confirmed in writing on such day) or Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 2.6 or in a writing in any other form acceptable to Agent1.6. No Loan shall be made, converted into or continued as a LIBOR Rate Loan, if (x) an Event of Default has occurred and is continuing and the Agent or Required the Majority Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof thereof. No Loan may be made as or (y) Agent is or Required Lenders are stayed by converted into a LIBOR Rate Loan until 15 days after the Bankruptcy Code from making such determinationClosing Date. (b) 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 Representative and the Lenders of each determination of LIBOR; provided that any failure to do so shall not relieve the any Borrower of any liability hereunder or provide the basis for any claim against the Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than seven ten (710) different Interest Periods in effect.

Conversion and Continuation Elections. (ai) Subject to the last sentence of this Section 2.6(a), the The US Borrower shall have the option to (iw) request that any US Revolving Loan be made as a LIBOR Rate Loan, (iix) convert at any time all or any part of outstanding US Revolving Loans (other than US Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iiiy) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (ivz) continue all or any portion of any US Revolving Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $1,000,000. Any such election must be made by the US Borrower by 2:00 1:00 p.m. (Chicago time) on the third 3rd Business Day prior to (1) the date of any proposed US Revolving Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the US Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the US Borrower in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 1:00 p.m. (Chicago time) on the third 3rd Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted to a Base Rate LoanLoan at the end of its Interest Period. The US Borrower must make such election by notice to US Agent in writing, including by Electronic TransmissionTransmission (or by telephone, to be confirmed in writing or Electronic Transmission on such day). In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 2.6 1.6 or in a writing in any other form reasonably acceptable to the Appropriate Agent. No Loan shall be made, converted into or continued as a LIBOR Rate LoanLoan with an Interest Period longer than one month, if (x) an a Specified Event of Default has occurred and is continuing and Agent Required US Lenders have provided notice to the US Borrower (directly or by or through the US Agent) indicating that the Required US Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determinationthereof. (bii) Upon receipt of a Notice of Conversion/Continuation, US Agent will promptly notify each US Lender thereof. In addition, US Agent will, with reasonable promptness, notify the US Borrower and the US Lenders of each determination of LIBOR; provided that any failure to do so shall not relieve the US Borrower of any liability hereunder or provide the basis for any claim against US Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the US Revolving Loans held by each US Lender with respect to which the notice was given. (ciii) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than seven (7) different Interest Periods in effecteffect at any one time. (i) The Canadian Borrower shall have the option to (w) request that any CDN $ Denominated Canadian Loan be made as a BA Rate Loan and any Dollar Denominated Canadian Loan be made as a LIBOR Rate Loan, (x) convert at any time all or any part of outstanding CDN $ Denominated Canadian Loans (other than Canadian Swing Loans) from Canadian Prime Rate Loans to BA Rate Loans and any Dollar Denominated Canadian Loans (other than Canadian Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (y) convert any BA Rate Loan to a Canadian Prime Rate Loan and any LIBOR Rate Loan to a Base Rate Loan, subject to Section 10.4 if such conversion is made prior to the expiration of the BA Period or Interest Period applicable thereto, or (z) continue all or any portion of any CDN $ Denominated Canadian Loan as a BA Rate Loan upon the expiration of the applicable BA Period and any Dollar Denominated Canadian Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed BA Period or Interest Period, as applicable, to be made or continued as, or converted into, a BA Rate Loan or LIBOR Rate Loan, as applicable, must, in each instance, be in a minimum amount of CDN $1,000,000 for CDN $ Denominated Canadian Loans and $1,000,000 for Dollar Denominated Canadian Loans. Any such election must be made by the Canadian Borrower by 1:00 p.m. (Chicago time) on the 3rd Business Day prior to (1) the date of any proposed Canadian Revolving Loan which is to bear interest at BA Rate or LIBOR, (2) the end of each BA Period or Interest Period with respect to any BA Rate Loans or LIBOR Rate Loans, as applicable, to be continued as such, or (3) the date on which the Canadian Borrower wishes to convert any Canadian Prime Rate Loans to a BA Rate Loan for an BA Period designated by the Canadian Borrower in such election or any Base Rate Loans to a LIBOR Rate Loan for an Interest Period designated by the Canadian Borrower in such election. If no election is received with respect to a BA Rate Loan by 1:00 p.m. (Chicago time) on the 3rd Business Day prior to the end of the respective BA Period or Interest Period, as applicable, that BA Rate Loan or LIBOR Rate Loan shall be converted to a Canadian Prime Rate Loan or Base Rate Loan, as applicable, at the end of its BA Period or Interest Period, as applicable. The Canadian Borrower must make such election by notice to Canadian Agent in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a Notice of Conversion/Continuation. No Loan shall be made, converted into or continued as a BA Rate Loan with an BA Period or a LIBOR Rate Loan with an Interest Period, in either case, longer than one month, if a Specified Event of Default has occurred and is continuing and Required Canadian Lenders have provided notice to the Canadian Borrower (directly or by or through the Canadian Agent) indicating that the Required Canadian Lenders have determined not to make or continue any Loan as a BA Rate Loan or a LIBOR Rate Loan, as applicable, as a result thereof. (ii) Upon receipt of a Notice of Conversion/Continuation, Canadian Agent will promptly notify each Canadian Lender thereof. In addition, Canadian Agent will, with reasonable promptness, notify the Canadian Borrower and the Canadian Lenders of each determination of the BA Rate or LIBOR, as applicable; provided that any failure to do so shall not relieve the Canadian Borrower of any liability hereunder or provide the basis for any claim against Canadian Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Canadian Revolving Loans held by each Canadian Lender with respect to which the notice was given. (iii) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than seven (7) different BA Periods or Interest Periods, in aggregate, in effect at any one time.

Conversion and Continuation Elections. (a) Subject to the last sentence of this Section 2.6(a), the Borrower shall have the option to So long as (i) request that any Revolving Loan be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any such election must be made by the Borrower by 2:00 p.m. on the third Business Day prior to (1) the date of any proposed Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 p.m. on the third Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing exists; (ii) Borrower shall not have sent any notice of termination of this Agreement; and (yiii) otherwise be converted Borrower shall have complied with such customary procedures as Bank has established from time to a Base Rate Loan. The time for Borrower’s requests for LIBOR Advances, Borrower must make such election by may, upon irrevocable written notice to Agent in writingBank: (1) elect to convert on any Business Day, including by Electronic Transmission. In the case of Prime Rate Advances into LIBOR Advances; (2) elect to continue on any conversion or continuation, Interest Payment Date any LIBOR Advances maturing on such election must be made pursuant Interest Payment Date; or (3) elect to convert on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date into Prime Rate Advances. (b) Borrower shall deliver a written notice (a “Notice of Conversion/Continuation”Continuation by electronic mail to be received by Bank prior to 1:00 p.m. Eastern time (i) substantially at least three (3) Business Days in advance of the form of Exhibit 2.6 Conversion Date or in a writing in Continuation Date, if any other form acceptable Advances are to Agent. No Loan shall be made, converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances are to be converted into Prime Rate Advances, in each case specifying the: (1) proposed Conversion Date or Continuation Date; (2) aggregate amount of the Advances to be converted or continued; (3) nature of the proposed conversion or continuation; and (4) if the resulting Advance is to be a LIBOR Advance, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to any LIBOR Advances, Borrower shall have timely failed to select a new Interest Period to be applicable to such LIBOR Advances or request to convert a LIBOR Advance into a Prime Rate LoanAdvance, if Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances. (xd) Any LIBOR Advances shall, at Bank’s option, convert into Prime Rate Advances in the event that (i) an Event of Default has occurred exists, or (ii) 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 exceeds the Revolving Line. 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 Bank (other than accounts designated solely for, and is continuing and Agent used exclusively for, payroll)) any amounts required to compensate Bank for any loss (including loss of anticipated profits), cost, or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan expense incurred by Bank, as a result thereof or (y) Agent is or Required Lenders are stayed by of the Bankruptcy Code from making such determinationconversion of LIBOR Advances to Prime Rate Advances pursuant to this Section 3.5(d). (be) Upon receipt of a Notice of Conversion/Continuation, Agent will promptly notify each Lender thereof. In addition, Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of LIBOR; provided that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against Agent. All conversions and continuations shall be made pro rata according Notwithstanding anything to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contrary contained in this Agreementherein, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there Bank shall not be more than seven (7) different Interest Periods required to purchase Dollar deposits in effectthe London 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) Subject to the last sentence of this Section 2.6(a), the The Borrower shall have the option to (i) request that any Revolving Loan or Term Loan be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Revolving Loans (other than Swing Loans) or Term Loans from Base Rate Loans to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, Loan (subject to Section 11.4 10.4) if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Revolving Loan or Term Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. For the avoidance of doubt, the Borrower shall not have the option to convert any Revolving Loans from LIBOR Loans to Base Rate Loans prior to the expiration of the Interest Period applicable thereto. Any Term Loan or group of Term Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $250,000. Any such election must be made by the Borrower by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to (1) the date of any proposed Revolving Loan which is to bear interest at LIBOR, LIBOR (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted to a Base Rate LoanLoan at the end of its Interest Period. The Borrower must make such election by notice to the Revolver Agent with respect to Revolving Loans and the Administrative Agent with respect to Term Loans in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 2.6 1.6 or in a writing in any other form acceptable to the Applicable Agent. No Revolving Loan or Term Loan shall be made, converted into or continued as a LIBOR Rate Loan, Loan if (x) an Event of Default has occurred and is continuing and the Applicable Agent or Required Lenders have determined by notice to the Borrower not to make or continue any Revolving Loans or Term Loan as a LIBOR Rate Loan as a result thereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determinationthereof. (b) Notwithstanding anything to the contrary, as of the 1st day of each month, the Borrower shall have the option to request that all Revolving Loans accrue interest as either a LIBOR Loan or Base Rate Loan. For the avoidance of doubt, the Borrower shall not have the option to convert any Revolving Loans from LIBOR Loans to Base Rate Loans, or vice versa, prior to the expiration of that month. Any such election must be made by the Borrower by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of each month. The Borrower must make such election by notice to the Revolver Agent with respect to Revolving Loans in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 1.6 or in a writing in any other form acceptable to the Applicable Agent. If no election is received with respect to the Revolving Loans by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of the month with respect thereto, such Revolving Loans shall continue accrue interest as either LIBOR Loans or Base Rate Loans, with LIBOR or the Base Rate, as applicable, being adjusted to reflect the rate of the 1st Business Day of that month. (c) Upon receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Term Lender thereof or the Revolver Agent will promptly notify each Revolving Lender thereof, as the case may be. In addition, the Applicable Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of LIBOR; provided provided, however, that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against any Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans or Term Loans held by each Lender with respect to which the notice was given. (cd) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than seven eight (7) 8) different Interest Periods in effect.

Conversion and Continuation Elections. (a) Subject to the last sentence of this Section 2.6(a), the Borrower shall have the option to So long as (i) request that any Revolving Loan be made as a LIBOR Rate Loan, no Event of Default exists; (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate LoansBorrower is Streamline Eligible, (iii) convert Borrower shall not have sent any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 if such conversion is made prior to the expiration notice of the Interest Period applicable thereto, or termination of this Agreement; and (iv) 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 Bank: (i) elect to convert on any Business Day, Prime Rate Advances into LIBOR Advances; (ii) elect to continue all or on any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any such election must be made by the Borrower by 2:00 p.m. on the third Business Day prior to (1) the date of any proposed Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to Payment Date any LIBOR Advances maturing on such Interest Payment Date; or (iii) elect to convert on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date into Prime Rate Loans Advances. If Borrower ceases to be continued as suchStreamline Eligible, or (3) the date on which the Borrower wishes to each LIBOR Advance shall immediately and automatically convert any Base into a Prime Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 p.m. on the third Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one monthAdvance at Bank’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted to a Base Rate Loan. The Borrower must make such election by notice to Agent in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereof. (b) Borrower shall deliver a written notice (a “Notice of Conversion/Continuation”) substantially Continuation in the form of Exhibit 2.6 F by electronic mail to be received by Bank prior to 12:00 p.m. Pacific time (i) at least three (3) Business Days in advance of the Conversion Date or in a writing in Continuation Date, if any other form acceptable Advances are to Agent. No Loan shall be made, converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances are to be converted into Prime Rate Advances, in each case specifying the: (i) proposed Conversion Date or Continuation Date; (ii) aggregate amount of the Advances to be converted or continued; (iii) nature of the proposed conversion or continuation; and (iv) if the resulting Advance is to be a LIBOR Advance, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to any LIBOR Advances, Borrower shall have timely failed to select a new Interest Period to be applicable to such LIBOR Advances or request to convert a LIBOR Advance into a Prime Rate LoanAdvance, if Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances. (xd) Any LIBOR Advances shall, at Bank’s option, immediately convert into Prime Rate Advances in the event that (i) an Event of Default has occurred and is continuing and Agent exists, (ii) Borrower ceases to be Streamline Eligible, or Required Lenders (iii) the aggregate principal amount of the Prime Rate Advances which have determined not been previously converted to make LIBOR Advances, or continue the aggregate principal amount of existing LIBOR Advances continued, as the case may be, at the beginning of an Interest Period shall at any Loan as a LIBOR Rate Loan time during such Interest Period exceeds the lesser of the Revolving Line or the Borrowing Base. 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 Bank) any amounts required to compensate Bank for any loss (including loss of anticipated profits), cost, or expense incurred by Bank, as a result thereof or (y) Agent is or Required Lenders are stayed by of the Bankruptcy Code from making such determinationconversion of LIBOR Advances to Prime Rate Advances pursuant to this Section 3.5(d). (be) Upon receipt of a Notice of Conversion/Continuation, Agent will promptly notify each Lender thereof. In addition, Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of LIBOR; provided that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against Agent. All conversions and continuations shall be made pro rata according Notwithstanding anything to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contrary contained in this Agreementherein, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there Bank shall not be more than seven (7) different Interest Periods required to purchase Dollar deposits in effectthe London 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) Subject to the last sentence of this Section 2.6(a), the Borrower The Borrowers shall have the option to (i) request that any Revolving Loan be made funded as a LIBOR Rate Loan or a Base Rate Loan, (ii) convert at any time all or any part of any outstanding Loans (other than Swing Loans) from a Base Rate Loans Loan to a LIBOR Rate LoansLoan, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 Sections 12.26(d) and (e) if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan or Base Rate Loan, as applicable, upon the expiration of the applicable Interest Period. Any such election must be made by the Administrative Borrower by 2:00 (A) 12:00 p.m. on the Business Day prior to (1) the date of any proposed funding of a Base Rate Loan, (2) the end of each Interest Period with respect to any Base Rate Loan to be continued as such, or (3) the date on which the Borrowers wish to convert any LIBOR Rate Loan to a Base Rate Loan, and (B) 12:00 p.m. on the third Business Day prior to (1) the date of any proposed Loan which is to bear interest at LIBORfunding of a LIBOR Rate Loan, (2) the end of each Interest Period with respect to any LIBOR Rate Loans Loan to be continued as such, or (3) the date on which the Borrower wishes Borrowers wish to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Administrative Borrower in such election. If no election is received with respect to a LIBOR any Loan by the time specified in the preceding sentence, (x) any Base Rate Loan by 2:00 p.m. on the third Business Day prior to shall be continued as such the end of the its Interest Period with respect thereto, that and (y) any LIBOR Rate Loan shall (x) continue with be continued as such the Borrower being deemed to have selected an end of its Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted to a Base Rate LoanPeriod. The Administrative Borrower must make such election by notice to Administrative Agent in writing, including by Electronic Transmissionelectronic transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 2.6 G or in a writing in any other form acceptable to Administrative Agent. No Notwithstanding anything to the contrary, no Loan shall be made, converted into or continued as a LIBOR Rate Loan, Loan if (x) an Event of Default has occurred and is continuing and the Administrative Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determinationthereof. (b) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent will promptly notify each Lender thereof. In addition, Administrative Agent will, with reasonable promptness, notify the Administrative Borrower and the Lenders of each determination of LIBORthe LIBOR Rate; provided that any failure to do so shall not relieve the Borrower Borrowers of any liability hereunder or provide the basis for any claim against Administrative Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Loan Agreement, after giving effect to at all times, all outstanding Loans shall be either Base Rate Loans or LIBOR Rate Loans (and (i) no Base Rate Loans shall be permitted if any Borrowing, or to any continuation or conversion of any other Loans are LIBOR Rate Loans, there and (ii) no LIBOR Rate Loans shall not be more than seven (7) different Interest Periods in effectpermitted if any other Loans are Base Rate Loans).

Conversion and Continuation Elections. (a) Subject to the last sentence of this Section 2.6(a), the Borrower shall have the option to So long as (i) request that any Revolving Loan be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any such election must be made by the Borrower by 2:00 p.m. on the third Business Day prior to (1) the date of any proposed Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 p.m. on the third Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing exists; (ii) Borrower shall not have sent any notice of termination of this Agreement; and (yiii) otherwise be converted Borrower shall have complied with such customary procedures as Bank has established from time to a Base Rate Loan. The time for Borrower’s requests for LIBOR Advances, Borrower must make such election by may, upon irrevocable written notice to Agent in writingBank: (1) elect to convert on any Business Day, including by Electronic Transmission. In the case of Prime Rate Advances into LIBOR Advances; (2) elect to continue on any conversion or continuation, Interest Payment Date any LIBOR Advances maturing on such election must be made pursuant Interest Payment Date; or (3) elect to convert on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date into Prime Rate Advances. (b) Borrower shall deliver a written notice (a “Notice of Conversion/Continuation”Continuation by electronic mail to be received by Bank prior to 12:00 p.m. Eastern time (i) substantially at least three (3) Business Days in advance of the form of Exhibit 2.6 Conversion Date or in a writing in Continuation Date, if any other form acceptable Advances are to Agent. No Loan shall be made, converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances are to be converted into Prime Rate Advances, in each case specifying the: (1) proposed Conversion Date or Continuation Date; (2) aggregate amount of the Advances to be converted or continued; (3) nature of the proposed conversion or continuation; and (4) if the resulting Advance is to be a LIBOR Advance, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to any LIBOR Advances, Borrower shall have timely failed to select a new Interest Period to be applicable to such LIBOR Advances or request to convert a LIBOR Advance into a Prime Rate LoanAdvance, if Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances. (xd) Any LIBOR Advances shall, at Bank’s option, convert into Prime Rate Advances in the event that (i) an Event of Default has occurred and is continuing and Agent exists, or Required Lenders (ii) the aggregate principal amount of the Prime Rate Advances which have determined not been previously converted to make LIBOR Advances, or continue the aggregate principal amount of existing LIBOR Advances continued, as the case may be, at the beginning of an Interest Period shall at any Loan as a LIBOR Rate Loan time during such Interest Period exceeds the lesser of the Revolving Line or the Borrowing Base. 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 Bank) any amounts required to compensate Bank for any loss (including loss of anticipated profits), cost, or expense incurred by Bank, as a result thereof or (y) Agent is or Required Lenders are stayed by of the Bankruptcy Code from making such determinationconversion of LIBOR Advances to Prime Rate Advances pursuant to this Section 3.5(d). (be) Upon receipt of a Notice of Conversion/Continuation, Agent will promptly notify each Lender thereof. In addition, Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of LIBOR; provided that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against Agent. All conversions and continuations shall be made pro rata according Notwithstanding anything to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contrary contained in this Agreementherein, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there Bank shall not be more than seven (7) different Interest Periods required to purchase Dollar deposits in effectthe London 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) Subject to the last sentence of this Section 2.6(a), the Borrower shall have the option to So long as (i) request that any Revolving Loan be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any such election must be made by the Borrower by 2:00 p.m. on the third Business Day prior to (1) the date of any proposed Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 p.m. on the third Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing exists; (ii) Borrower shall not have sent any notice of termination of this Agreement; and (yiii) otherwise be converted Borrower shall have complied with such customary procedures as Bank has established from time to a Base Rate Loan. The time for Borrower’s requests for LIBOR Advances, Borrower must make such election by may, upon irrevocable written notice to Agent Bank: (1) elect to convert on any Business Day, Prime Rate Advances into LIBOR Advances (provided that Borrower may only elect to convert Advances consisting of Prime Rate Advances into LIBOR Advances at times when a Streamline Period is in writing, including by Electronic Transmission. In the case effect); (2) elect to continue on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date (provided that Borrower may only elect to continue Advances consisting of LIBOR Advances at times when a Streamline Period is in effect); or (3) elect to convert on any conversion or continuation, Interest Payment Date any LIBOR Advances maturing on such election must be made pursuant to Interest Payment Date into Prime Rate Advances. (b) Borrower shall deliver a written notice (a “Notice of Conversion/Continuation”Continuation by electronic mail to be received by Bank prior to 12:00 p.m. Eastern time (i) substantially at least three (3) Business Days in advance of the form of Exhibit 2.6 Conversion Date or in a writing in Continuation Date, if any other form acceptable Credit Extensions are to Agent. No Loan shall be made, converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Credit Extensions are to be converted into Prime Rate Advances, in each case specifying the: (1) proposed Conversion Date or Continuation Date; (2) aggregate amount of the Credit Extension to be converted or continued; (3) nature of the proposed conversion or continuation; and (4) if the resulting Credit Extension is to be a LIBOR Rate LoanAdvance, if (x) an Event of Default has occurred and is continuing and Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determination. (b) Upon receipt of a Notice of Conversion/Continuation, Agent will promptly notify each Lender thereof. In addition, Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of LIBOR; provided that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts duration of the Loans held by each Lender with respect to which the notice was givenrequested Interest Period. (c) Notwithstanding If upon the expiration of any Interest Period applicable to any LIBOR Advances, Borrower shall have timely failed to select a new Interest Period to be applicable to such LIBOR Advances or request to convert a LIBOR Advance into a Prime Rate Advance, Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances. (d) Any LIBOR Advances shall (i) with respect to Advances only, convert into Prime Rate Advances in the event that Streamline Period ceases to be in effect, (ii) with respect to Advances only, at Bank’s option, convert into Prime Rate Advances in the event that 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 exceeds the lesser of the Revolving Line or the Borrowing Base and (iii) with respect to all LIBOR Advances, at Bank’s option, convert into Prime Rate Advances in the event that an Event of Default exists. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit the Designated Deposit Account or any other provision contained in this Agreementaccount Borrower maintains with Bank) any amounts required to compensate Bank for any loss (including loss of anticipated profits), after giving effect to any Borrowingcost, or to any continuation or expense incurred by Bank, as a result of the conversion of any LoansLIBOR Advances to Prime Rate Advances pursuant to this Section 3.5(d). (e) Notwithstanding anything to the contrary contained herein, there Bank shall not be more than seven (7) different Interest Periods required to purchase Dollar deposits in effectthe London 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) Subject to the last sentence of this Section 2.6(a), the Borrower Borrowers shall have the option to (i) request that any Revolving Loan (other than Swing Loans) be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $1,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by the Borrower Representative by 2:00 1:00 p.m. (New York time) on the third 3rd Business Day prior to (1) the date of any proposed Revolving Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes Borrowers wish to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower Representative in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 1:00 p.m. (New York time) on the third 3rd Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted to a Base Rate LoanLoan at the end of its Interest Period. The Borrower Representative must make such election by notice to Agent in writing, including by Electronic Transmissionfax or overnight courier (or by telephone, to be confirmed in writing on such day). In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 2.6 or in a writing in any other form acceptable to Agent1.6. No Loan shall be made, converted into or continued as a LIBOR Rate Loan, if (x) an Event of Default has occurred and is continuing and Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determinationthereof. (b) 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 Representative and the Lenders of each determination of LIBOR; provided that any failure to do so shall not relieve the any Borrower of any liability hereunder or provide the basis for any claim against the Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than seven (7) different Interest Periods in effect.

Conversion and Continuation Elections. (a) Subject to the last sentence of this Section 2.6(a), the Borrower shall have the option to (i) request that any Revolving Loan be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be (a) if denominated in Dollars, a minimum amount of $1,000,000 (b) if denominated in Sterling, a minimum amount of £1,000,000, or (c) if denominated in Euros, a minimum amount of €1,000,000. Any such election must be made by the Borrower by 2:00 1:00 p.m. (New York time) on the third 3rd Business Day prior to (1) the date of any proposed Revolving Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an a Interest Period designated by the Borrower in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 1:00 p.m. (New York time) on the third 3rd Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted to a Base Rate LoanLoan at the end of its Interest Period. The Borrower must make such election by notice to Agent in writing, including by Electronic Transmissionfax or overnight courier (or by telephone, to be confirmed in writing on such day). In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 2.6 or in a writing in any other form acceptable to Agent1.6. No Loan shall be made, converted into or continued as a LIBOR Rate Loan, if (x) an Event of Default has occurred and is continuing and Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determinationthereof. (b) 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 LIBOR; 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 pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than seven (7) different Interest Periods in effect.

Conversion and Continuation Elections. (a) Subject to the last sentence of this Section 2.6(a), the The Borrower shall have the option to (i) request that any Revolving Loan be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any Loan or group of Loans under the same Tranche having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $1,000,000 in the case of Revolving Loans. Any such election must be made by the Borrower by 2:00 1:00 p.m. (Chicago time) on the third 3rd Business Day prior to (1) the date of any proposed Revolving Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 1:00 p.m. (Chicago time) on the third 3rd Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted to a Base Rate LoanLoan at the end of its Interest Period. The Borrower must make such election by notice to Agent in writing, including by Electronic TransmissionTransmission (or by telephone, to be confirmed in writing on such day). In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 2.6 1.6 or in a writing in any other form acceptable to Agent. No Loan shall be made, converted into or continued as a LIBOR Rate Loan, if (x) an Event of Default has occurred and is continuing and Agent unless, in the case of any Base Rate Loan that is to be converted into a LIBOR Rate Loan or any LIBOR Rate Loan that is to be continued as a LIBOR Rate Loan, the Required Lenders have determined not to make permit the conversion of any Base Rate Loan into, or continue the continuation of any LIBOR Rate Loan as as, a LIBOR Rate Loan notwithstanding such Event of Default. No Loan may be made as or converted into a result thereof LIBOR Rate Loan until the earlier of (i) five (5) Business Days after the Closing Date or (yii) completion of primary syndication of the Commitments as determined by Agent is or Required and the Arrangers (and the resulting addition of such Persons as Lenders are stayed by the Bankruptcy Code from making such determinationhereunder). (b) Upon receipt of a Notice of Conversion/Continuation, Agent will promptly notify each Lender thereof. In addition, Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of LIBOR; provided that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than seven ten (710) different Interest Periods in effecteffect at any one time.

Conversion and Continuation Elections. (a) Subject The Borrower may upon irrevocable (subject to subsection 10.2(c) and Section 10.5) written notice to the Agent in accordance with subsection 1.6(b) elect to convert on any Business Day, any Base Rate Loans into LIBOR Rate Loans or elect to continue on the last sentence day of this Section 2.6(a)the applicable Interest Period any LIBOR Rate Loans having Interest Periods maturing on such day, the in each instance, in whole or in part in an amount not less than $100,000, or that is in an integral multiple of $50,000 in excess thereof. (b) The Borrower shall have deliver a Notice of Continuation/Conversion to be received by the option to Agent not later than 11:00 a.m. (Chicago time) at least three (3) Business Days in advance of the requested Conversion Date or continuation date, specifying: (i) request that any Revolving Loan be made as a LIBOR Rate Loan, the proposed Conversion Date or continuation date; (ii) convert at the aggregate amount of Loans to be converted or continued; and (iii) the duration of the requested Interest Period with respect to the Loans to be converted or continued as LIBOR Rate Loans. (c) If upon the expiration of any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans Interest Period applicable to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan the Borrower has failed to select timely a Base Rate Loan, subject to Section 11.4 if such conversion is made prior to the expiration of the new Interest Period to be applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any to such election must be made by the Borrower by 2:00 p.m. on the third Business Day prior to (1) the date of any proposed Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as suchor if any Event of Default shall then exist, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 p.m. on the third Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being be deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted elected to a convert such LIBOR Rate Loans into Base Rate Loan. The Borrower must make Loans effective as of the expiration date of such election by notice to Agent in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 2.6 or in a writing in any other form acceptable to Agent. No Loan shall be made, converted into or continued as a LIBOR Rate Loan, if (x) an Event of Default has occurred and is continuing and Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determinationcurrent Interest Period. (bd) Upon receipt of a Notice of Continuation/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 LIBOR; 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 pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (ce) 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) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than seven eight (7) 8) different Interest Periods in effect. LIBOR Rate Loans that shall have been evidenced by the Original Credit Agreement and remain outstanding as of the Restatement Effective Date shall continue as LIBOR Rate Loans hereunder and the Interest Periods relating thereto shall continue as Interest Periods hereunder. (g) Notwithstanding anything herein to the contrary, Swing Line Loans shall at all times be Base Rate Loans and no Swing Line Loans may be borrowed as, or converted into, a LIBOR Rate Loan.

Conversion and Continuation Elections. (a) Subject to the last sentence of this Section 2.6(a), the Borrower shall have the option to (i) request that any Revolving Loan be made So long as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any such election must be made by the Borrower by 2:00 p.m. on the third Business Day prior to (1) the date of any proposed Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 p.m. on the third Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing or Default exists; (2) Borrower shall not have sent any notice of termination of this Agreement; and (y3) otherwise be converted Borrower shall have complied with such customary procedures as Bank has established from time to a Base Rate Loan. The time for Borrower’s requests for LIBOR Credit Extensions, Borrower must make such election by may, upon irrevocable written notice to Agent Bank: (i) elect to convert on any Business Day, Prime Rate Credit Extensions in writingan amount equal to $1,000,000 or any integral multiple of $500,000 in excess thereof into LIBOR Credit Extensions; (ii) elect to continue on any Interest Payment Date any LIBOR Credit Extensions maturing on such Interest Payment Date (or any part thereof in an amount equal to $1,000,000 or any integral multiple of $500,000 in excess thereof); provided, including that if the aggregate amount of LIBOR Credit Extensions shall have been reduced, by Electronic Transmission. In the case payment, prepayment, or conversion of any conversion or continuationpart thereof, to be less than $1,000,000, such election must be made pursuant LIBOR Credit Extensions shall automatically convert into Prime Rate Credit Extensions, and on and after such date the right of Borrower to continue such Credit Extensions as, and convert such Credit Extensions into, LIBOR Credit Extensions shall terminate; or (iii) elect to convert on any Interest Payment Date any LIBOR Credit Extensions maturing on such Interest Payment 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 Credit Extensions. (b) Borrower shall deliver a written notice (a “Notice of Conversion/Continuation”Continuation in accordance with Section 10 to be received by Bank prior to 11:00 a.m. Pacific time at least (i) substantially three (3) Business Days in advance of the form of Exhibit 2.6 Conversion Date or in a writing in Continuation Date, if any other form acceptable Credit Extensions are to Agent. No Loan shall be made, converted into or continued as a LIBOR Rate LoanCredit Extensions; and (ii) one (1) Business Day in advance of the Conversion Date, if any Credit Extensions are to be converted into Prime Rate Credit Extensions, in each case specifying the: (xi) proposed Conversion Date or Continuation Date; (ii) aggregate amount of the Credit Extensions to be converted or continued 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 $500,000 in excess thereof; (iii) nature of the proposed conversion or continuation; and (iv) duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to any LIBOR Credit Extensions, Borrower shall have timely failed to select a new Interest Period to be applicable to such LIBOR Credit Extensions, Borrower shall be deemed to have elected to convert such LIBOR Credit Extensions into Prime Rate Credit Extensions. (d) Any LIBOR Credit Extensions shall, at Bank’s option, convert into Prime Rate Credit Extensions in the event that (i) an Event of Default has occurred and is continuing and Agent or Required Lenders Default shall exist, or (ii) the aggregate principal amount of the Prime Rate Credit Extensions which have determined not been previously converted to make LIBOR Credit Extensions, or continue 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 Loan as a LIBOR Rate Loan 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 Bank) any amounts required to compensate Bank for any loss (including loss of anticipated profits), cost, or expense incurred by Bank, as a result thereof or (y) Agent is or Required Lenders are stayed by of the Bankruptcy Code from making such determinationconversion of LIBOR Credit Extensions to Prime Rate Credit Extensions pursuant to any of the foregoing. (be) Upon receipt of a Notice of Conversion/Continuation, Agent will promptly notify each Lender thereof. In addition, Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of LIBOR; provided that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against Agent. All conversions and continuations shall be made pro rata according Notwithstanding anything to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contrary contained in this Agreementherein, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there Bank shall not be more than seven (7) different Interest Periods required to purchase United States Dollar deposits in effectthe London 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) Subject to the last sentence of this Section 2.6(a), the Borrower shall have the option to So long as (i) request that any Revolving Loan be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any such election must be made by the Borrower by 2:00 p.m. on the third Business Day prior to (1) the date of any proposed Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 p.m. on the third Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred exists and is continuing continuing; (ii) Borrower shall not have sent any notice of termination of this Agreement; and (yiii) otherwise be converted Borrower shall have complied with such customary procedures as Bank has established from time to a Base Rate Loan. The time for Borrower’s requests for LIBOR Advances, Borrower must make such election by may, upon irrevocable written notice to Agent in writingBank: (1) elect to convert on any Business Day, including by Electronic Transmission. In the case of Prime Rate Advances into LIBOR Advances; (2) elect to continue on any conversion or continuation, Interest Payment Date any LIBOR Advances maturing on such election must be made pursuant Interest Payment Date; or (3) elect to convert on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date into Prime Rate Advances. (b) Borrower shall deliver a written notice (a “Notice of Conversion/Continuation”Continuation by electronic mail to be received by Bank prior to 12:00 p.m. Pacific time (i) substantially at least three (3) Business Days in advance of the form of Exhibit 2.6 Conversion Date or in a writing in Continuation Date, if any other form acceptable Advances are to Agent. No Loan shall be made, converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances are to be converted into Prime Rate Advances, in each case specifying the: (1) proposed Conversion Date or Continuation Date; (2) aggregate amount of the Advances to be converted or continued; (3) nature of the proposed conversion or continuation; and (4) if the resulting Advance is to be a LIBOR Advance, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to any LIBOR Advances, Borrower shall have timely failed to select a new Interest Period to be applicable to such LIBOR Advances or request to convert a LIBOR Advance into a Prime Rate LoanAdvance, if Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances. (xd) Any LIBOR Advances shall, at Bank’s option, convert into Prime Rate Advances in the event that (i) an Event of Default has occurred and is continuing and Agent exists, or Required Lenders (ii) the aggregate principal amount of the Prime Rate Advances which have determined not been previously converted to make LIBOR Advances, or continue the aggregate principal amount of existing LIBOR Advances continued, as the case may be, at the beginning of an Interest Period shall at any Loan as a LIBOR Rate Loan time during such Interest Period exceeds the lesser of the Revolving Line or the Borrowing Base. 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 Bank) any amounts required to compensate Bank for any loss (including loss of anticipated profits), cost, or expense incurred by Bank, as a result thereof or (y) Agent is or Required Lenders are stayed by of the Bankruptcy Code from making such determinationconversion of LIBOR Advances to Prime Rate Advances pursuant to this Section 3.6(d). (be) Upon receipt of a Notice of Conversion/Continuation, Agent will promptly notify each Lender thereof. In addition, Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of LIBOR; provided that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against Agent. All conversions and continuations shall be made pro rata according Notwithstanding anything to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contrary contained in this Agreementherein, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there Bank shall not be more than seven (7) different Interest Periods required to purchase Dollar deposits in effectthe London 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) Subject to the last sentence of this Section 2.6(a), the The Borrower shall have the option to (i) request that any Revolving Loan be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Revolving Loans (other than Swing Loans) or Term Loans from Base Rate Loans to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Revolving Loan or Term Loans as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any Revolving Loan or group of Revolving Loans or Term Loan or group of Term Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $1,000,000. Any such election must be made by the Borrower by 2:00 p.m. on the third Business Day prior to (1) the date of any proposed Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower in such election. No LIBOR Rate Loan shall be comprised of both Revolving Loans (or any one or more portions thereof) and a Term Loan (or any one or more portions thereof). If no election is received with respect to a LIBOR Rate Loan by 2:00 p.m. on the third Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted to a Base Rate LoanLoan at the end of its Interest Period. The Borrower must make such election by notice to the Revolver Agent with respect to Revolving Loans and the Administrative Agent with respect to Term Loans in writing, including by hand delivery, overnight courier, mail, facsimile or Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 2.6 1.6 or in a writing in any other form acceptable to the Applicable Agent. No Revolving Loan or Term Loan shall be made, converted into or continued at the end of the relevant Interest Period as a LIBOR Rate Loan, if (x) an Event of Default has occurred and is continuing and the Applicable Agent or Required Lenders have determined not to make or continue any Revolving Loan or Term Loan as a LIBOR Rate Loan as a result thereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determinationthereof. (b) Upon receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Term Lender thereof or the Revolver Agent will promptly notify each Revolving Lender thereof, as the case may be. In addition, the Applicable Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of LIBOR; provided that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against any Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans or Term Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than seven (7) different Interest Periods in effect; provided that after the establishment of any tranche of new Loans pursuant to an Extension, such number of Interest Periods shall increase by two (2) Interest Periods for each such new tranche of Loans so established.

Conversion and Continuation Elections. (a) Subject to the last sentence of this Section 2.6(a), the The Borrower shall have the option to (i) request that any Revolving Loan be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $2,000,000. Any such election must be made by the Borrower by 2:00 1:00 p.m. (Chicago time) on the third 3rd Business Day prior to (1) the date of any proposed Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 1:00 p.m. (Chicago time) on the third 3rd Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted to a Base Rate LoanLoan at the end of its Interest Period. The Borrower must make such election by notice to Agent in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 2.6 1.6 or in a writing in any other form acceptable to Agent. No Loan shall be made, converted into or continued as a LIBOR Rate Loan, if (x) an Event of Default has occurred and is continuing and Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determinationthereof. (b) Upon receipt of a Notice of Conversion/Continuation, Agent will promptly notify each Lender thereof. In addition, Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of LIBOR; provided that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than seven six (76) different Interest Periods in effect.

Conversion and Continuation Elections. (a) Subject to the last sentence of this Section 2.6(a), the The Applicable Borrower shall have the option to (i) request that any Revolving Loan be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding (x) Base Rate Loans (other than U.S. Swing Loans) from Base Rate Loans to LIBOR Rate Loans denominated in Dollars or (y) Canadian Index Rate Loans (other than Canadian Swing Loans) to LIBOR Rate Loans denominated in Canadian Dollars, (iii) convert any (x) LIBOR Rate Loan denominated in Dollars to a Base Rate Loan or (y) LIBOR Rate Loan denominated in Canadian Dollars to a Canadian Index Rate Loan, subject to Section 11.4 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $5,000,000. Any such election must be made by the Borrower Representative by 2:00 p.m. (New York time) on the third 3rd Business Day prior to (1) the date of any proposed Revolving Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Applicable Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower Representative in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 p.m. (New York time) on the third 3rd Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted to a Base Rate Loan or Canadian Index Rate Loan, as applicable, at the end of its Interest Period. The Borrower Representative must make such election by notice to Administrative Agent in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 2.6 1.6 or in a writing in any other form acceptable to Administrative Agent. No Loan shall be made, converted into or continued as a LIBOR Rate Loan, if (x) an Event the conditions to Loans and Letters of Default has occurred and is continuing and Agent Credit in Section 2.2 are not met at the time of such proposed conversion or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determinationcontinuation. (b) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent will promptly notify each Lender thereof. In addition, Administrative Agent will, with reasonable promptness, notify the Borrower Representative and the Lenders of each determination of LIBOR; provided provided, that any failure to do so shall not relieve the any Borrower of any liability hereunder or provide the basis for any claim against Administrative Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than seven (7) different Interest Periods in effect.

Conversion and Continuation Elections. (a) Subject to the last sentence of this Section 2.6(a), the Borrower shall have the option to So long as (i) request that any Revolving Loan be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any such election must be made by the Borrower by 2:00 p.m. on the third Business Day prior to (1) the date of any proposed Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 p.m. on the third Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing exists; (ii) Borrower shall not have sent any notice of termination of this Agreement; and (yiii) otherwise be converted Borrower shall have complied with such customary procedures as Bank has established from time to a Base Rate Loan. The time for Borrower’s requests for LIBOR Advances, Borrower must make such election by may, upon irrevocable written notice to Agent in writingBank: (1) elect to convert on any Business Day, including by Electronic Transmission. In the case of Prime Rate Advances into LIBOR Advances; (2) elect to continue on any conversion or continuation, Interest Payment Date any LIBOR Advances maturing on such election must be made pursuant Interest Payment Date; or (3) elect to convert on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date into Prime Rate Advances. (b) Borrower shall deliver a written notice (a “Notice of Conversion/Continuation”Continuation by electronic mail to be received by Bank prior to 12:00 p.m. Pacific time (i) substantially at least three (3) Business Days in advance of the form of Exhibit 2.6 Conversion Date or in a writing in Continuation Date, if any other form acceptable Credit Extensions are to Agent. No Loan shall be made, converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Credit Extensions are to be converted into Prime Rate Advances, in each case specifying the: (1) proposed Conversion Date or Continuation Date; (2) aggregate amount of the Credit Extensions to be converted or continued; (3) nature of the proposed conversion or continuation; and (4) if the resulting Credit Extension is to be a LIBOR Advance, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to any LIBOR Advances, Borrower shall have timely failed to select a new Interest Period to be applicable to such LIBOR Advances or request to convert a LIBOR Advance into a Prime Rate LoanAdvance, if Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances. (xd) Any LIBOR Advances shall, at Bank’s option, convert into Prime Rate Advances in the event that (i) an Event of Default has occurred and is continuing and Agent exists, or Required Lenders (ii) the aggregate principal amount of the Prime Rate Advances which have determined not been previously converted to make LIBOR Advances, or continue the aggregate principal amount of existing LIBOR Advances continued, as the case may be, at the beginning of an Interest Period shall at any Loan as a LIBOR Rate Loan 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 Bank) any amounts required to compensate Bank for any loss (including loss of anticipated profits), cost, or expense incurred by Bank, as a result thereof or (y) Agent is or Required Lenders are stayed by of the Bankruptcy Code from making such determinationconversion of LIBOR Advances to Prime Rate Advances pursuant to this Section 3.6(d). (be) Upon receipt of a Notice of Conversion/Continuation, Agent will promptly notify each Lender thereof. In addition, Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of LIBOR; provided that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against Agent. All conversions and continuations shall be made pro rata according Notwithstanding anything to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contrary contained in this Agreementherein, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there Bank shall not be more than seven (7) different Interest Periods required to purchase Dollar deposits in effectthe London 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) Subject to the last sentence of this Section 2.6(a), the The Borrower shall have the option to (i) request that any Revolving Loan be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 9.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $1,000,000. Any such election must be made by the Borrower by 2:00 p.m. on the third Business Day prior to (1) the date of any proposed Revolving Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 p.m. on the third Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted to a Base Rate LoanLoan at the end of its Interest Period. The Borrower must make such election by notice to Agent in writing, including including, at Borrower’s option, by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 2.6 1.6 or in a writing in any other form acceptable to Agent. No Loan shall be made, converted into or continued as a LIBOR Rate Loan, if (x) an Event the conditions to Loans and Letters of Default has occurred and is continuing Credit in Section 2.2 are not met at the time of such proposed conversion or continuation and Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determinationthereof. (b) Upon receipt of a Notice of Conversion/Continuation, Agent will promptly notify each Lender thereof. In addition, Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of LIBOR; provided that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than seven nine (79) different Interest Periods in effect.

Conversion and Continuation Elections. (a) Subject to the last sentence of this Section 2.6(a), the Borrower shall have the option to So long as (i) request that any Revolving Loan be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any such election must be made by the Borrower by 2:00 p.m. on the third Business Day prior to (1) the date of any proposed Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 p.m. on the third Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing exists; (ii) Borrower shall not have sent any notice of termination of this Agreement; and (yiii) otherwise be converted Borrower shall have complied with such customary procedures as Bank has established from time to a Base Rate Loan. The time for Borrower’s requests for LIBOR Advances, Borrower must make such election by may, upon irrevocable written notice to Agent in writingBank: (1) elect to convert on any Business Day, including by Electronic Transmission. In the case of Prime Rate Advances into LIBOR Advances; (2) elect to continue on any conversion or continuation, Interest Payment Date any LIBOR Advances maturing on such election must be made pursuant Interest Payment Date; or (3) elect to convert on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date into Prime Rate Advances. (b) Borrower shall deliver a written notice (a “Notice of Conversion/Continuation”Continuation by electronic mail to be received by Bank prior to 12:00 p.m. Pacific time (i) substantially at least three (3) Business Days in advance of the form of Exhibit 2.6 Conversion Date or in a writing in Continuation Date, if any other form acceptable Advances are to Agent. No Loan shall be made, converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances are to be converted into Prime Rate Advances, in each case specifying the: (1) proposed Conversion Date or Continuation Date; (2) aggregate amount of the Advances to be converted or continued; (3) nature of the proposed conversion or continuation; and (4) if the resulting Advance is to be a LIBOR Advance, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to any LIBOR Advances, Borrower shall have timely failed to select a new Interest Period to be applicable to such LIBOR Advances or request to convert a LIBOR Advance into a Prime Rate LoanAdvance, if Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances. (xd) Any LIBOR Advances shall, at Bank’s option, convert into Prime Rate Advances in the event that (i) an Event of Default has occurred and is continuing and Agent exists, or Required Lenders (ii) the aggregate principal amount of the Prime Rate Advances which have determined not been previously converted to make LIBOR Advances, or continue the aggregate principal amount of existing LIBOR Advances continued, as the case may be, at the beginning of an Interest Period shall at any Loan as a LIBOR Rate Loan time during such Interest Period exceeds the lesser of the Revolving Line or the Borrowing Base. 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 Bank) any amounts required to compensate Bank for any loss (including loss of anticipated profits), cost, or expense incurred by Bank, as a result thereof or (y) Agent is or Required Lenders are stayed by of the Bankruptcy Code from making such determinationconversion of LIBOR Advances to Prime Rate Advances pursuant to this Section 3.5(d). (be) Upon receipt of a Notice of Conversion/Continuation, Agent will promptly notify each Lender thereof. In addition, Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of LIBOR; provided that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against Agent. All conversions and continuations shall be made pro rata according Notwithstanding anything to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contrary contained in this Agreementherein, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there Bank shall not be more than seven (7) different Interest Periods required to purchase Dollar deposits in effectthe London 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) Subject Each Loan may be converted from one Type to the last sentence other or any expiring LIBOR Rate Loan may be continued upon the Borrowers’ delivery of this Section 2.6(a), a written Notice of Conversion/Continuation to the Borrower Agent. Each such notice must be received by the Agent not later than 11:00 a.m. (Central time) three Business Days prior to the requested date of any Conversion/Continuation Date. Each conversion to or continuation of a LIBOR Rate Loan shall have the option be in a principal amount of $250,000 or a whole multiple of $50,000 in excess thereof. Each conversion to a Daily One-Month LIBOR Rate Loan shall be in integral multiples of $50,000. Each Notice of Continuation/Continuation shall specify (i) request that any Revolving Loan be made as whether the Borrowers are requesting a conversion or a continuation of a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate Loansthe proposed Conversion/Continuation Date, which shall be a Business Day, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 if such conversion is made prior to the expiration principal amount of the Interest Period applicable theretoLoans to be converted or continued, or (iv) continue all or any portion the Type of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any such election must be made by the Borrower by 2:00 p.m. on the third Business Day prior to (1) the date of any proposed Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as suchconverted and (v) if applicable, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 p.m. on the third Business Day prior to the end duration of the Interest Period with respect thereto. If the Borrowers fail to specify a Type of Loan in a Notice of Conversion/Continuation or if the Borrowers fail to give timely notice requesting a conversion, that then the applicable Loans shall be converted to Daily One-Month LIBOR Rate Loans. Any such automatic conversion to Daily One-Month LIBOR Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable LIBOR Rate Loans. If the Borrowers request a conversion or continuation of a LIBOR Rate Loan shall (x) continue with the Borrower being in any such Notice of Conversion/Continuation, but fail to specify an Interest Period, they will be deemed to have selected specified an Interest Period of one month’s duration . (b) Notwithstanding anything to the contrary herein, if no Event at any time the aggregate amount of Default has occurred and is continuing and (y) otherwise be converted to a Base LIBOR Rate Loan. The Borrower must make such election by notice to Agent Loans in writing, including by Electronic Transmission. In the case respect of any Borrowing is reduced, by payment, prepayment or conversion or continuationof a part thereof to be less than $250,000, such election must be made pursuant LIBOR Rate Loans shall automatically convert to a written notice Daily One-Month LIBOR Rate Loans, and on and after such date the right of the Borrowers to continue such Loans as, and convert such Loans into, LIBOR Rate Loans shall terminate (a “Notice of Conversion/Continuation”provided that, assuming all applicable requirements and conditions thereto set forth in this Agreement are met, nothing in this Subsection 2.04(b) substantially shall prevent the Borrowers from obtaining new LIBOR Rate Loans to pay off such Daily One-Month LIBOR Rate Loans which had been converted thereto from LIBOR Rate Loans); provided that nothing in the form of Exhibit 2.6 or in a writing in any other form acceptable to Agent. No Loan this Subsection 2.04(b) shall be madedeemed to grant to the Borrowers the right to prepay any LIBOR Rate Loan except as set forth elsewhere in this Agreement. (c) If upon the expiration of any Interest Period applicable to LIBOR Rate Loans, converted into or continued the Borrowers have failed to advise the Agent of the continuation thereof as a LIBOR Rate Loan, or if (x) an any Default or Event of Default has occurred and is continuing and Agent or Required Lenders then exists, the Borrowers shall be deemed to have determined not elected to make or continue any Loan as a convert such LIBOR Rate Loan Loans into Daily One-Month LIBOR Rate Loans effective as a result thereof or (y) Agent is or Required Lenders are stayed by of the Bankruptcy Code from making expiration date of such determinationInterest Period. (bd) Upon 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 Borrowers, the Agent will promptly notify each applicable Lender thereof. In addition, Agent will, with reasonable promptness, notify of the Borrower and the Lenders of each determination of LIBOR; provided that any failure to do so shall not relieve the Borrower details of any liability hereunder or provide the basis for any claim against Agentautomatic continuation. All conversions and continuations shall be made pro rata ratably according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was givengiven held by each Lender. (ce) Notwithstanding any other provision contained in this AgreementUnless the Required Lenders otherwise consent, after during the existence of a Default or Event of Default, the Borrowers may not elect to have a Loan converted into or continued as a LIBOR Rate Loan. (f) After giving effect to any Borrowing, conversion or to any continuation or conversion of any Loans, unless the Agent shall otherwise consent, there shall may not be more than seven four (74) different Interest Periods in effect. (g) The Borrowers hereby authorize the Lenders and the Agent to accept Notices of Conversion/Continuation based on telephonic notices made by any person or persons the Agent or any Lender in good faith believes to be acting on behalf of the Borrowers. The Borrowers agree to deliver promptly to the Agent a written confirmation of each telephonic notice, signed on behalf of the Borrowers by a Responsible Officer. If the written confirmation differs in any material respect from the action taken by the Agent and the Lenders, the records of the Agent and the Lenders shall govern absent clear and obvious error.

Conversion and Continuation Elections. (a) Subject to the last sentence of this Section 2.6(a), the The Borrower shall have the option to (i) request that any Revolving Loan (other than a Swing Loan) be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any LIBOR Rate Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $1,000,000 or any multiple of $500,000 in excess thereof. Any such election must be made by the Borrower by 2:00 p.m. 11:00 a.m. on the third (3) Business Day (four (4) Business Days with respect to LIBOR Rate Loans having an Interest Period other than one, two, three or six months in duration) prior to (1) the date of any proposed Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower in such election. If no election is received by Agent with respect to a LIBOR Rate Loan by 2:00 12:00 p.m. on the third (3) Business Day (four (4) Business Days with respect to LIBOR Rate Loans having an Interest Period other than one, two, three or six months in duration) prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue as a LIBOR Rate Loan with the Borrower being deemed to have selected an Interest Period of one (1) month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted to a Base Rate Loan. The Borrower must make such election by notice to Agent in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 2.6 1.6 or in a writing in any such other form as may be approved by Agent (including any form on an electronic platform or electronic transmission system as shall be approved by Agent), appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be given by (A) telephone, or (B) a Notice of Conversion/Continuation; provided, that, any telephone notice must be confirmed immediately by delivery to Agent of a Notice of Conversion/Continuation. If the Borrower wishes to request a conversion or continuation of a LIBOR Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by Agent not later than 11:00 a.m. four (4) Business Days prior to the requested date of such conversion or continuation, whereupon Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to Agentall of them. Not later than 11:00 a.m. three (3) Business Days before the requested date of such conversion or continuation, Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. No Loan shall be made, converted into or continued as a LIBOR Rate Loan, if (x) an Event of Default has occurred and is continuing and Agent or continuing, without the consent of the Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determinationLenders. (b) Upon receipt of a Notice of Conversion/Continuation, Agent will promptly notify each Lender thereofthereof and if no timely notice of a conversion or continuation is provided by the Borrower, Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in Section 1.6(a). In addition, Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of LIBORLIBOR applicable to any Interest Period for LIBOR Rate Loans; provided that provided, that, any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than seven eight (7) 8) different Interest Periods in effect; provided, that, after the establishment of any new Class of Loans pursuant to an Extension, such number of Interest Periods shall increase by three (3) Interest Periods for each such new Class of Loans so established.

Conversion and Continuation Elections. (a) Subject to the last sentence of this Section 2.6(a), the Borrower Borrowers shall have the option to (i) request that any Revolving Loan be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $1,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by the Borrower Representative by 2:00 1:00 p.m. (New York time) on the third 3rd Business Day prior to (1) the date of any proposed Revolving Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes Borrowers wish to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower Representative in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 1:00 p.m. (New York time) on the third 3rd Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted to a Base Rate LoanLoan at the end of its Interest Period. The Borrower Representative must make such election by notice to Agent in writing, including by Electronic Transmissionfax or overnight courier (or by telephone, to be confirmed in writing on such day). In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 2.6 or in a writing in any other form acceptable to Agent1.6. No Loan shall be made, converted into or continued as a LIBOR Rate Loan, if (x) an Event of Default has occurred and is continuing and Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determinationthereof. (b) 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 Representative and the Lenders of each determination of LIBOR; provided that any failure to do so shall not relieve the any Borrower of any liability hereunder or provide the basis for any claim against the Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than seven (7) different Interest Periods in effect.

Conversion and Continuation Elections. (a) Subject to the last sentence of this Section 2.6(a), the The Borrower shall have the option to (i) request that any Revolving Loan be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $500,000. Any such election must be made by the Borrower by 2:00 1:00 p.m. (New York time) on the third Business Day prior to (1) the date of any proposed Revolving Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 1:00 p.m. (New York time) on the third Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue be continued as a LIBOR Rate Loan with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted to a Base Rate Loan. The Borrower must may make such election to the Agent in writing (including by Electronic Transmission) or by telephonic notice to the Agent followed promptly by a notice in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 2.6 1.6 or in a writing in any other form reasonably acceptable to the Agent. No Loan shall be made, converted into or continued as a LIBOR Rate Loan, if (x) an Event of Default has occurred and is continuing at the time of such proposed conversion or continuation and Agent or Required Lenders have determined in writing not to make or continue any Loan as a LIBOR Rate Loan as a result thereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determinationthereof. (b) Upon receipt of a Notice of Conversion/Continuation, the Agent will promptly notify each applicable Lender thereof. In addition, the Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of LIBOR; 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 pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than seven six (76) different Interest Periods in effect.

Conversion and Continuation Elections. (a) Subject to the last sentence of this Section 2.6(a), the Borrower The Borrowers shall have the option to (i) request that any Revolving Loan be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $500,000. Any such election must be made by the Borrower Borrowers by 2:00 1:00 p.m. (New York time) on the third Business Day prior to (1) the date of any proposed Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (32) the date on which the Borrower wishes Borrowers wish to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower Borrowers in such electionelection and/or (3) the date on which the Borrowers wish to convert any LIBOR Rate Loan denominated in Dollars to Base Rate. If no election is received with respect to a LIBOR Rate Loan by 2:00 1:00 p.m. (New York time) on the third Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue be continued as a LIBOR Rate Loan with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted to a Base Rate Loan. The Borrower must Borrowers may make such election to the Agent in writing (including by Electronic Transmission) or by telephonic notice to the Agent followed promptly by a notice in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 2.6 1.6 or in a writing in any other form reasonably acceptable to the Agent. No Loan shall be made, converted into or continued as a LIBOR Rate Loan, Loan if (x) an Event of Default has occurred and is continuing and Agent at the time of such proposed funding, conversion or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determinationcontinuation. (b) 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 Borrowers and the Lenders of each determination of LIBOR; provided that any failure to do so shall not relieve the Borrower Borrowers of any liability hereunder or provide the basis for any claim against the Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than seven (7) six different Interest Periods in effect.

Conversion and Continuation Elections. (a) Subject to the last sentence of this Section 2.6(a), the Borrower shall have the option to (i) request that any Revolving Loan be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iiiii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iviii) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $500,000 and integral multiples of $250,000. Any such election must be made by the Borrower by 2:00 12:00 p.m. (New York time) on the third 3rd Business Day prior to (1) the date of any proposed Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (32) the date on which the Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 12:00 p.m. (New York time) on the third 3rd Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted to a Base Rate LoanLoan at the end of its Interest Period. The Borrower must make such election by notice to Agent in writing, including by fax, overnight courier, or by Electronic TransmissionTransmission (or by telephone, to be confirmed in writing on such day). In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 2.6 or in a writing in any other form acceptable to Agent2.5. No Loan shall be made, converted into or continued as a LIBOR Rate Loan, if (x) an Event of Default has occurred and is continuing and Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determinationthereof. (b) 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 LIBOR; 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 pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any LoansLoan, there shall not be more than seven eight (7) 8) different Interest Periods in effect.

Conversion and Continuation Elections. (a) Subject to the last sentence of this Section 2.6(a), the The Borrower shall have the option to (i) request that any Revolving Loan be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iiiii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iviii) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any such election must be made by the Borrower by 2:00 p.m. on the third Business Day prior to (1) the date of any proposed Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 p.m. on the third Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted to a Base Rate LoanLoan at the end of its Interest Period. The Borrower must make such election by notice to Agent in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 2.6 or in a writing in any other form acceptable to Agent. No Loan shall be made, converted into or continued as a LIBOR Rate Loan, Loan if (x) an Event of Default has occurred and is continuing and Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determination. (b) Upon receipt of a Notice of Conversion/Continuation, Agent will promptly notify each Lender thereof. In addition, Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of LIBOR; provided that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than seven (7) different Interest Periods in effect; provided that after the establishment of any new Class of Loans pursuant to an Extension or an Incremental Facility, such number of Interest Periods shall increase by two (2) Interest Periods for each such new Class of Loans so established.

Conversion and Continuation Elections. (a) Subject to the last sentence of this Section 2.6(a), the The Borrower shall have the option to (i) request that any Revolving Loan be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $5,000,000. Any such election must be made by the Borrower by 2:00 p.m. (New York time) on the third Business Day prior to (1) the date of any proposed Revolving Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 p.m. (New York time) on the third Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted to a Base Rate LoanLoan at the end of its Interest Period. The Borrower must make such election by notice to Agent in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 2.6 1.6 or in a writing in any other form acceptable to Agent. No Loan shall be made, converted into or continued as a LIBOR Rate Loan, if (x) an Event the conditions to Loans and Letters of Default has occurred and is continuing Credit in Section 2.2 are not met at the time of such proposed conversion or continuation and Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof thereof. No Loan may be made as or converted into a LIBOR Rate Loan until the earlier of (i) three (3) days after the Closing Date or (yii) Agent is or Required Lenders are stayed by completion of a Successful Syndication (as defined in the Bankruptcy Code from making such determinationFee Letter). (b) Upon receipt of a Notice of Conversion/Continuation, Agent will promptly notify each Lender thereof. In addition, Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of LIBOR; provided that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than seven nine (79) different Interest Periods in effect.

Conversion and Continuation Elections. (a) Subject to the last sentence of this Section 2.6(a), the Borrower shall have the option to So long as (i) request that any Revolving Loan be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any such election must be made by the Borrower by 2:00 p.m. on the third Business Day prior to (1) the date of any proposed Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 p.m. on the third Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing exists; (ii) Borrower shall not have sent any notice of termination of this Agreement; and (yiii) otherwise be converted Borrower shall have complied with such customary procedures as Bank has established from time to a Base Rate Loan. The time for Borrower’s requests for LIBOR Advances, Borrower must make such election by may, upon irrevocable written notice to Agent in writingBank: (1) elect to convert on any Business Day, including by Electronic Transmission. In the case of Prime Rate Advances into LIBOR Advances; (2) elect to continue on any conversion or continuation, Interest Payment Date any LIBOR Advances maturing on such election must be made pursuant Interest Payment Date; or (3) elect to convert on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date into Prime Rate Advances. (b) Borrower shall deliver a written notice (a “Notice of Conversion/Continuation”Continuation by electronic mail to be received by Bank prior to 12:00 p.m. Pacific time (i) substantially at least three (3) Business Days in advance of the form of Exhibit 2.6 Conversion Date or in a writing in Continuation Date, if any other form acceptable Term Loan Advances are to Agent. No Loan shall be made, converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Term Loan Advances are to be converted into Prime Rate Advances, in each case specifying the: (1) proposed Conversion Date or Continuation Date; (2) aggregate amount of the Term Loan Advances to be converted or continued; (3) nature of the proposed conversion or continuation; and (4) if the resulting Term Loan Advance is to be a LIBOR Rate LoanAdvance, if (x) an Event of Default has occurred and is continuing and Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determination. (b) Upon receipt of a Notice of Conversion/Continuation, Agent will promptly notify each Lender thereof. In addition, Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of LIBOR; provided that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts duration of the Loans held by each Lender with respect to which the notice was givenrequested Interest Period. (c) Notwithstanding If upon the expiration of any Interest Period applicable to any LIBOR Advances, Borrower shall have timely failed to select a new Interest Period to be applicable to such LIBOR Advances or request to convert a LIBOR Advance into a Prime Rate Advance, Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances. (d) Any LIBOR Advances shall, at Bank’s option, convert into Prime Rate Advances in the event that an Event of Default exists. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit the Designated Deposit Account or any other provision contained in this Agreementaccount Borrower maintains with Bank) any amounts required to compensate Bank for any loss (including loss of anticipated profits), after giving effect to any Borrowingcost, or to any continuation or expense incurred by Bank, as a result of the conversion of any LoansLIBOR Advances to Prime Rate Advances pursuant to this Section 3.5(d). (e) Notwithstanding anything to the contrary contained herein, there Bank shall not be more than seven (7) different Interest Periods required to purchase Dollar deposits in effectthe London 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) Subject to the last sentence So long as (x) no Event of Default exists; (y) Borrowers shall not have sent any notice of termination of this Section 2.6(a), the Borrower Agreement; and (z) Borrowers shall have the option 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 Bank: (i) request that elect to convert on any Revolving Loan be made as a Business Day, Prime Rate Advances into LIBOR Rate Loan, Advances; (ii) convert at elect to continue on any time all or Interest Payment Date any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate Loans, Advances maturing on such Interest Payment Date; or (iii) elect to convert on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date into Prime Rate Loan Advances. (b) Borrowers shall deliver a Notice of Conversion/Continuation in accordance with Section 10 to a Base Rate Loan, subject to Section 11.4 if such conversion is made be received by Bank prior to the expiration 12:00 p.m. Pacific time (x) at least three (3) Business Days in advance of the Interest Period applicable theretoConversion Date or Continuation Date, if any Advances are to be converted into or continued as LIBOR Advances; and (y) on the Conversion Date, if any Advances are to be converted into Prime Rate Advances, in each case specifying the: (i) proposed Conversion Date or Continuation Date; (ii) aggregate amount of the Advances to be converted or continued; (iii) nature of the proposed conversion or continuation; and (iv) continue all or any portion duration of any Loan as a LIBOR Rate Loan the requested Interest Period. (c) If upon the expiration of the applicable Interest Period. Any such election must be made by the Borrower by 2:00 p.m. on the third Business Day prior to (1) the date of any proposed Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect applicable to any LIBOR Rate Loans Advances, Borrowers shall have failed to select a new Interest Period to be continued as suchapplicable to such LIBOR Advances, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 p.m. on the third Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan Borrowers shall (x) continue with the Borrower being be deemed to have selected elected an Interest Period of one (1) month. (d) Any LIBOR Advances shall, at Bank’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted to a Base option, convert into Prime Rate Loan. The Borrower must make such election by notice to Agent in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially Advances in the form of Exhibit 2.6 or in a writing in any other form acceptable to Agent. No Loan shall be made, converted into or continued as a LIBOR Rate Loan, if event that (xi) an Event of Default has occurred and is continuing and Agent shall exist, or Required Lenders (ii) the aggregate principal amount of the Prime Rate Advances which have determined not been previously converted to make LIBOR Advances, or continue the aggregate principal amount of existing LIBOR Advances continued, as the case may be, at the beginning of an Interest Period shall at any Loan as a LIBOR Rate Loan 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 Borrowers maintain 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 thereof or (y) Agent is or Required Lenders are stayed by of the Bankruptcy Code from making such determination. (b) Upon receipt conversion of a Notice of Conversion/Continuation, Agent will promptly notify each Lender thereof. In addition, Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of LIBORLIBOR Advances to Prime Rate Advances pursuant to this Section 3.6(d); provided that any failure payments made by Singapore Borrower pursuant to do so this Section 3.6(d) shall not relieve the Borrower of any liability hereunder or provide the basis only be for any claim against Agent. All conversions and continuations shall be made pro rata according loss, cost or expense incurred by Bank related to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was givenSingapore Utilization. (ce) Notwithstanding any other provision anything to the contrary contained in this Agreementherein, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there Bank shall not be more than seven (7) different Interest Periods required to purchase United States Dollar deposits in effectthe London 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) Subject to the last sentence of this Section 2.6(a), the Borrower Borrowers shall have the option to (i) request that any Revolving Loan be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $1,000,000 and integral multiples of $100,000 in excess of such amount. Any such election must be made by the Borrower Representative by 2:00 p.m. 12:00 noon (New York time) on the third Business Day prior to (1) the date of any proposed Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes Borrowers wish to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower Representative in such election. If no Interest Period with respect to any LIBOR Rate Loan is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. If no election is received with respect to a LIBOR Rate Loan by 2:00 p.m. on the third Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted to a Base Rate LoanLoan at the end of the Interest Period applicable thereto. The If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be a Base Rate Borrowing. Borrower Representative must make such election by notice to Agent in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 2.6 1.6 or in a writing in any other form acceptable to Agent. No Loan shall be made, converted into or continued as a LIBOR Rate Loan, if (x) an Event of Default has occurred and is continuing and Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determinationthereof. (b) Upon receipt of a Notice of Conversion/Continuation, Agent will promptly notify each Lender thereof. In addition, Agent will, with reasonable promptness, notify the Borrower Representative and the Lenders of each determination of LIBOR; provided that any failure to do so shall not relieve the any Borrower of any liability hereunder or provide the basis for any claim against Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than seven ten (710) different Interest Periods in effect.

Conversion and Continuation Elections. (a) Subject to the last sentence of this Section 2.6(a), the Borrower shall have the option to So long as (i) request that any Revolving Loan be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any such election must be made by the Borrower by 2:00 p.m. on the third Business Day prior to (1) the date of any proposed Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 p.m. on the third Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing exists; (ii) Borrower shall not have sent any notice of termination of this Agreement; and (yiii) otherwise be converted Borrower shall have complied with such customary procedures as Bank has established from time to a Base Rate Loan. The time for Borrower’s requests for LIBOR Advances, Borrower must make such election by may, upon irrevocable written notice to Agent in writingBank: (1) elect to convert on any Business Day, including by Electronic Transmission. In the case of Prime Rate Advances into LIBOR Advances; (2) elect to continue on any conversion or continuation, Interest Payment Date any LIBOR Advances maturing on such election must be made pursuant Interest Payment Date; or (3) elect to convert on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date into Prime Rate Advances. (b) Borrower shall deliver a written notice (a “Notice of Conversion/Continuation”Continuation by electronic mail to be received by Bank prior to 12:00 p.m. Pacific time (i) substantially at least three (3) Business Days in advance of the form of Exhibit 2.6 Conversion Date or in a writing in Continuation Date, if any other form acceptable Advances are to Agent. No Loan shall be made, converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances are to be converted into Prime Rate Advances, in each case specifying the: (1) proposed Conversion Date or Continuation Date; (2) aggregate amount of the Advances to be converted or continued; (3) nature of the proposed conversion or continuation; and (4) if the resulting Advance is to be a LIBOR Advance, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to any LIBOR Advances, Borrower shall have timely failed to select a new Interest Period to be applicable to such LIBOR Advances or request to convert a LIBOR Advance into a Prime Rate LoanAdvance, if Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances. (xd) Any LIBOR Advances shall, at Bank’s option, convert into Prime Rate Advances in the event that (i) an Event of Default has occurred and is continuing and Agent exists, or Required Lenders (ii) the aggregate principal amount of the Prime Rate Advances which have determined not been previously converted to make LIBOR Advances, or continue the aggregate principal amount of existing LIBOR Advances continued, as the case may be, at the beginning of an Interest Period shall at any Loan as a LIBOR Rate Loan time during such Interest Period exceed the Revolving Line. 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 Bank) any amounts required to compensate Bank for any loss (including loss of anticipated profits), cost, or expense incurred by Bank, as a result thereof or (y) Agent is or Required Lenders are stayed by of the Bankruptcy Code from making such determinationconversion of LIBOR Advances to Prime Rate Advances pursuant to this Section 3.5(d). (be) Upon receipt of a Notice of Conversion/Continuation, Agent will promptly notify each Lender thereof. In addition, Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of LIBOR; provided that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against Agent. All conversions and continuations shall be made pro rata according Notwithstanding anything to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contrary contained in this Agreementherein, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there Bank shall not be more than seven (7) different Interest Periods required to purchase Dollar deposits in effectthe London 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) Subject to the last sentence of this Section 2.6(a), the Borrower The Borrowers shall have the option to (i) request that convert, at the end of any Revolving Interest Period, all, but not less than all, of the outstanding portion of the Term Loan be made as to a LIBOR Rate LoanLoan with an Interest Period of one, two, three or six months (or if available to each other Term Lender, 9 or 12 months or a shorter period), or (ii) convert at any time all or any part of outstanding Loans (other continue all, but not less than Swing Loans) from Base Rate Loans to LIBOR Rate Loansall, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any outstanding portion of any the Term Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any such election must be made by the Borrower Representative by 2:00 p.m. on the third Business Day prior to 11:00 a.m. (1New York time) the date of any proposed Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 p.m. on the third Business Day prior to the end of the each Interest Period with respect theretoduring which the outstanding portion of the Term Loan is continued as a LIBOR Rate Loan. If no such election is made within such time period, that the portion of the Term Loan outstanding at the end of such Interest Period shall be continued as a LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected having an Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted to a Base Rate Loan. The Borrower must make Any such election by notice to Agent in writing, including by Electronic Transmission. In the case of any conversion or continuation, such continuation election must shall be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 2.6 1.11 or in a writing in any or other form acceptable to the Term Agent. No Loan shall be made, converted into or continued as a LIBOR Rate Loan, if (x) an Event of Default has occurred and is continuing and Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determination. (b) Upon receipt of a Notice of Conversion/Continuation, the Term Agent will promptly notify each Term Lender thereof. In addition, the Term Agent will, with reasonable promptness, notify the Borrower Representative and the Term Lenders of each determination of LIBOR; provided that any failure to do so shall not relieve the any Borrower of any liability hereunder or provide the basis for any claim against the Term Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts amount of the Loans Term Loan held by each Lender with respect to which the notice was givenTerm Lender. (c) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than seven (7) different Interest Periods in effect.

Conversion and Continuation Elections. (a) Subject to the last sentence of this Section 2.6(a), the The Borrower shall have the option to (i) request that any Revolving Term Loan be made funded as a LIBOR Rate Loan or a Base Rate Loan, (ii) convert at any time all or any part of outstanding Term Loans (other than Swing Loans) from a Base Rate Loans Loan to a LIBOR Rate LoansLoan, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 12.28(e) if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Term Loan as a LIBOR Rate Loan or Base Rate Loan, as applicable, upon the expiration of the applicable Interest Period. Any Except with respect to the initial funding of the Term Loans on the Closing Date (which shall be governed by Section 2.02), any such election must be made by the Borrower by 2:00 (a) 12:00 p.m. on the Business Day prior to (1) the date of any proposed funding of a Base Rate Loan, (2) the end of each Interest Period with respect to any Base Rate Loan to be continued as such, or (3) the date on which the Borrower wishes to convert any LIBOR Rate Loan to a Base Rate Loan, and (b) 12:00 p.m. on the third Business Day prior to (1) the date of any proposed Loan which is to bear interest at LIBORfunding of a LIBOR Rate Loan, (2) the end of each Interest Period with respect to any LIBOR Rate Loans Loan to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to any Term Loan by the time specified in the preceding sentence, (x) any Base Rate Loan shall be continued as such the end of its Interest Period and (y) any LIBOR Rate Loan shall be continued at the end of its Interest Period as a LIBOR Rate Loan by 2:00 p.m. on the third Business Day prior to the end of the with an Interest Period with respect thereto, that of one or three months as applicable. If the Borrower fails to specify an Interest Period in its Notice of Conversion/Continuation for a LIBOR Rate Loan Loan, the borrower shall (x) continue with the Borrower being be deemed to have selected elected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted to a Base Rate Loanduration. The Borrower must make such election by notice to Administrative Agent in writing, including by Electronic Transmissionelectronic transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 2.6 F or in a writing in any other form acceptable to Administrative Agent. No Notwithstanding anything to the contrary, no Term Loan shall be made, converted into or continued as a LIBOR Rate Loan, Loan if (x) an Event of Default has occurred and is continuing and the Administrative Agent or Required Lenders have determined not to make or continue any Term Loan as a LIBOR Rate Loan as a result thereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determinationthereof. (b) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent will promptly notify each Lender thereof. In addition, Administrative Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of LIBORthe 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 Administrative Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Loan Agreement, after giving effect to any Borrowingborrowing of Term Loans, or to any continuation or conversion of any Term Loans, there shall not be more than seven three (73) different Interest Periods in effecteffect for Term Loans.

Conversion and Continuation Elections. (a) Subject to the last sentence of this Section 2.6(a), the Borrower The Borrowers shall have the option to (i) request that any Revolving Loan be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $1,000,000. Any such election must be made by the Borrower Representative by 2:00 p.m. (New York time) on the third Business Day prior to (1) the date of any proposed Revolving Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes Borrowers wish to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower Representative in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 p.m. (New York time) on the third Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted to a Base Rate LoanLoan at the end of its Interest Period. The Borrower Representative must make such election by notice to Agent in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 2.6 1.6 or in a writing in any other form acceptable to Agent. No Loan shall be made, converted into or continued as a LIBOR Rate Loan, if (x) an Event the conditions to Loans and Letters of Default has occurred and is continuing Credit in Section 2.2 are not met at the time of such proposed conversion or continuation and Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determinationthereof. (b) Upon receipt of a Notice of Conversion/Continuation, Agent will promptly notify each Lender thereof. In addition, Agent will, with reasonable promptness, notify the Borrower Representative and the Lenders of each determination of LIBOR; provided that any failure to do so shall not relieve the any Borrower of any liability hereunder or provide the basis for any claim against Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than seven (7) five different Interest Periods in effect.

Conversion and Continuation Elections. (a) Subject to the last sentence of this Section 2.6(a), the Borrower shall have the option to So long as (i) request that any Revolving Loan be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any such election must be made by the Borrower by 2:00 p.m. on the third Business Day prior to (1) the date of any proposed Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 p.m. on the third Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing exists; (ii) Borrower shall not have sent any notice of termination of this Agreement; and (yiii) otherwise be converted Borrower shall have complied with such customary procedures as Bank has established from time to a Base Rate Loan. The time for Borrower’s requests for LIBOR Loans, Borrower must make such election by may, upon irrevocable written notice to Agent in writingBank: (1) elect to convert on any Business Day, including by Electronic Transmission. In the case of Prime Rate Loans into LIBOR Loans; (2) elect to continue on any conversion or continuation, Interest Payment Date any LIBOR Loans maturing on such election must be made pursuant Interest Payment Date; or (3) elect to convert on any Interest Payment Date any LIBOR Loans maturing on such Interest Payment Date into Prime Rate Loans. (b) Borrower shall deliver a written notice (a “Notice of Conversion/Continuation”Continuation to be received by Bank prior to 12:00 p.m. Pacific time (i) substantially at least three (3) Business Days in advance of the form of Exhibit 2.6 Conversion Date or in a writing in Continuation Date, if any other form acceptable Loans are to Agent. No Loan shall be made, converted into or continued as a LIBOR Rate LoanLoans; and (ii) on the Conversion Date, if any Loans are to be converted into Prime Rate Loans, in each case specifying the: (x1) proposed Conversion Date or Continuation Date; (2) aggregate amount of the Loans to be converted or continued; (3) nature of the proposed conversion or continuation; and (4) duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to any LIBOR Loans, Borrower shall have timely failed to select a new Interest Period to be applicable to such LIBOR Loans, Borrower shall be deemed to have elected to convert such LIBOR Loans into Prime Rate Loans. (d) Any LIBOR Loans shall, at Bank’s option, convert into Prime Rate Loans in the event that (i) an Event of Default has occurred and is continuing and Agent shall exist, or Required Lenders (ii) the aggregate principal amount of the Prime Rate Loans which have determined not been previously converted to make LIBOR Loans, or continue the aggregate principal amount of existing LIBOR Loans continued, as the case may be, at the beginning of an Interest Period shall at any Loan as a LIBOR Rate Loan time during such Interest Period exceed the maximum amount available for Loans of such type Loans under this Agreement. 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 thereof or (y) Agent is or Required Lenders are stayed by of the Bankruptcy Code from making such determinationconversion of LIBOR Loans to Prime Rate Loans pursuant to this Section 3.6(d). (be) Upon receipt of a Notice of Conversion/Continuation, Agent will promptly notify each Lender thereof. In addition, Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of LIBOR; provided that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against Agent. All conversions and continuations shall be made pro rata according Notwithstanding anything to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contrary contained in this Agreementherein, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there Bank shall not be more than seven (7) different Interest Periods required to purchase Dollar deposits in effectthe London interbank market or other applicable LIBOR market to fund any LIBOR Loans, but the provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund the LIBOR Loans.

Conversion and Continuation Elections. (a) Subject to the last sentence of this Section 2.6(a), the The Borrower shall have the option to (i) request that any Revolving Loan be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any such election must be made by the Borrower by 2:00 1:00 p.m. on the third Business Day prior to (1) the date of any proposed Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 1:00 p.m. on the third Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted to a Base Rate LoanLoan at the end of its Interest Period. The Borrower must make such election by notice to Agent in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 2.6 1.6 or in a writing in any other form acceptable to Agent. No Loan shall be made, converted into or continued as a LIBOR Rate Loan, if (x) an Event of Default has occurred and is continuing and Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determinationthereof. (b) Upon receipt of a Notice of Conversion/Continuation, Agent will promptly notify each Lender thereof. In addition, Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of LIBOR; provided that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than seven (7) different Interest Periods in effect.

Conversion and Continuation Elections. (a) Subject to the last sentence of this Section 2.6(a), the Borrower shall have the option to (i) request that any Revolving Loan be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $1,000,000 and integral multiples of $100,000 in excess of such amount. Any such election must be made by the Borrower by 2:00 p.m. 12:00 noon (New York time) on the third 3rd Business Day prior to (1) the date of any proposed Revolving Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 p.m. 12:00 noon (New York time) on the third 3rd Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue be converted to a LIBOR Rate Loan with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted to a Base Rate Loan. The Borrower must make such election by notice to Agent in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 2.6 1.6 or in a writing in any other form acceptable to Agent. No Loan shall be made, converted into or continued as a LIBOR Rate Loan, if (x) an Event of Default has occurred and is continuing and Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determinationthereof. (b) Upon receipt of a Notice of Conversion/Continuation, Agent will promptly notify each Lender thereof. In addition, Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of LIBOR; provided that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than seven five (75) different Interest Periods in effect.

Conversion and Continuation Elections. (a) Subject to the last sentence of this Section 2.6(a), the Borrower shall have the option to (i) request that any Revolving Loan be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Swingline Loans) from Base Rate Loans to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any such election must be made by the Borrower by 2:00 p.m. 10:00 a.m. (Denver, Colorado time) on the third 3rd Business Day prior to (1) the date of any proposed Revolving Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 p.m. 10:00 a.m. (Denver, Colorado time) on the third 3rd Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted to a Base Rate LoanLoan at the end of its Interest Period. The Borrower must make such election by notice to Agent in writing, including by Electronic Transmission. In the case of any conversion approved electronic transmission or continuationovernight courier (or by telephone, to be confirmed in writing on such election must be made day) pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 2.6 or in a writing in any other form acceptable to Agent. No Loan shall be made, converted into or continued as a LIBOR Rate Loan, if (x) an Event of Default has occurred and is continuing and Agent or Required Majority Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determinationthereof. (b) 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 LIBOR; 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 pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than seven (7) different Interest Periods in effect.

Conversion and Continuation Elections. (a) Subject to the last sentence of this Section 2.6(a), the The Borrower shall have the option to (i) request that any Revolving Loan be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 10.4, if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $5,000,000. Any such election must be made by the Borrower by 2:00 p.m. (New York time) on the third 3rd Business Day prior to (1) the date of any proposed Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 p.m. (New York time) on the third 3rd Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted to a Base Rate LoanLoan at the end of its Interest Period. The Borrower must make such election by notice to Administrative Agent in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 2.6 1.6 or in a writing in any other form acceptable to Administrative Agent. No Loan shall be made, converted into or continued as a LIBOR Rate Loan, if (x) an Event of Default has occurred and is continuing and Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determination. (b) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent will promptly notify each Lender thereof. In addition, Administrative Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of LIBOR; provided provided, that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against Administrative Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than seven (7) different Interest Periods in effect.

Conversion and Continuation Elections. (ai) Subject to the last sentence of this Section 2.6(a), the The US Borrower shall have the option to (iw) request that any Revolving US Loan be made as a LIBOR Rate Loan, (iix) convert at any time all or any part of outstanding US Loans of the same Class (other than US Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iiiy) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (ivz) continue all or any portion of any US Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any US Loan or group of US Loans of the same Class having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $1,000,000 and in integral multiples of $100,000 thereafter. Any such election must be made by the US Borrower by 2:00 p.m. 10:00 a.m. (Central time) on the third 3rd Business Day prior to (1) the date of any proposed US Loan which is to bear interest at LIBORthe Adjusted LIBOR Rate plus the Applicable Margin, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the US Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the US Borrower in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 p.m. 10:00 a.m. (Central time) on the third 3rd Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted to a Base Rate LoanLoan at the end of its Interest Period. The US Borrower must make such election by notice to US Agent in writing, including by Electronic TransmissionTransmission (or by telephone, to be confirmed in writing or Electronic Transmission on such day). In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 2.6 1.6 or in a writing in any other form reasonably acceptable to the Appropriate Agent. No US Loan shall be made, converted into or continued as a LIBOR Rate Loan, if (x) an Event of Default has occurred and is continuing and Agent Required US Lenders have provided notice to the US Borrower (directly or by or through the US Agent) indicating that the Required US Lenders have determined not to make or continue any US Loan as a LIBOR Rate Loan as a result thereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determinationthereof. (bii) Upon receipt of a Notice of Conversion/Continuation, US Agent will promptly notify each US Lender thereofthereof to the extent such US Lender holds any US Loans covered by such Notice of Conversion/Continuation. In addition, US Agent will, with reasonable promptness, notify the US Borrower and the applicable US Lenders of each determination of LIBORthe Adjusted LIBOR Rate; provided that any failure to do so shall not relieve the US Borrower of any liability hereunder or provide the basis for any claim against US Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the applicable US Loans held by each US Lender with respect to which the notice was given. (ciii) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than seven (7x) five (5) different Interest Periods in effecteffect at any one time with respect to the US Revolving Loans and (y) five (5) different Interest Periods in effect at any one time with respect to the US Term Loans. (i) The Canadian Borrower shall have the option to (w) request that any CDN $ Denominated Canadian Loan be made as a CDOR Rate Loan and any Dollar Denominated Canadian Loan be made as a LIBOR Rate Loan, (x) convert at any time all or any part of outstanding CDN $ Denominated Canadian Loans (other than Canadian Swing Loans) from Canadian Prime Rate Loans to CDOR Rate Loans and any Dollar Denominated Canadian Loans (other than Canadian Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (y) convert any CDOR Rate Loan to a Canadian Prime Rate Loan and any LIBOR Rate Loan to a Base Rate Loan, subject to Section 10.4 if such conversion is made prior to the expiration of the CDOR Period or Interest Period applicable thereto, or (z) continue all or any portion of any CDN $ Denominated Canadian Loan as a CDOR Rate Loan upon the expiration of the applicable CDOR Period and any Dollar Denominated Canadian Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any Canadian Loan or group of Canadian Loans having the same proposed CDOR Period or Interest Period, as applicable, to be made or continued as, or converted into, a CDOR Rate Loan or LIBOR Rate Loan, as applicable, must, in each instance, be in a minimum amount of CDN $1,000,000 and in integral multiples of CDN $100,000 thereafter for CDN $ Denominated Canadian Loans and $1,000,000 and in integral multiples of $100,000 thereafter for Dollar Denominated Canadian Loans. Any such election must be made by the Canadian Borrower by 10:00 a.m. (Central time) on the 3rd Business Day prior to (1) the date of any proposed Canadian Revolving Loan which is to bear interest at the CDOR Rate or the Adjusted LIBOR Rate, (2) the end of each CDOR Period or Interest Period with respect to any CDOR Rate Loans or LIBOR Rate Loans, as applicable, to be continued as such, or (3) the date on which the Canadian Borrower wishes to convert any Canadian Prime Rate Loans to a CDOR Rate Loan for an CDOR Period designated by the Canadian Borrower in such election or any Base Rate Loans to a LIBOR Rate Loan for an Interest Period designated by the Canadian Borrower in such election. If no election is received with respect to a CDOR Rate Loan or LIBOR Rate Loan by 10:00 a.m. (Central time) on the 3rd Business Day prior to the end of the respective CDOR Period or Interest Period, as applicable, that CDOR Rate Loan or LIBOR Rate Loan shall be converted to a Canadian Prime Rate Loan or Base Rate Loan, as applicable, at the end of its CDOR Period or Interest Period, as applicable. The Canadian Borrower must make such election by notice to Canadian Agent in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a Notice of Conversion/Continuation. No Canadian Loan shall be made, converted into or continued as a CDOR Rate Loan with an CDOR Period or a LIBOR Rate Loan with an Interest Period, in either case, longer than one month, if a Specified Event of Default has occurred and is continuing and Required Canadian Lenders have provided notice to the Canadian Borrower (directly or by or through the Canadian Agent) indicating that the Required Canadian Lenders have determined not to make or continue any Loan as a CDOR Rate Loan or a LIBOR Rate Loan, as applicable, as a result thereof. (ii) Upon receipt of a Notice of Conversion/Continuation, Canadian Agent will promptly notify each Canadian Lender thereof. In addition, Canadian Agent will, with reasonable promptness, notify the Canadian Borrower and the Canadian Lenders of each determination of the CDOR Rate or the Adjusted LIBOR Rate, as applicable; provided that any failure to do so shall not relieve the Canadian Borrower of any liability hereunder or provide the basis for any claim against Canadian Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Canadian Revolving Loans held by each Canadian Lender with respect to which the notice was given. (iii) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than five (5) different CDOR Periods or Interest Periods, in aggregate, in effect at any one time with respect to the Canadian Revolving Loans.

Conversion and Continuation Elections. (a) Subject to the last sentence of this Section 2.6(a), the Borrower The Borrowers shall have the option to (i) request that any Revolving Loan be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Revolving Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $5,000,000. Any such election must be made by the Borrower Representative by 2:00 p.m. on the third 3rd Business Day prior to (1) the date of any proposed Revolving Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes Borrowers wish to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower Representative in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 p.m. on the third 3rd Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted to a Base Rate LoanLoan at the end of its Interest Period. The Borrower Representative must make such election by notice to Agent in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 2.6 1.6 or in a writing in any other form acceptable to Agent. No Loan shall be made, converted into or continued as a LIBOR Rate Loan, if (x) an Event the conditions to Loans in Section 2.2 are not met at the time of Default has occurred and is continuing such proposed conversion or continuation and Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determinationthereof. (b) Upon receipt of a Notice of Conversion/Continuation, Agent will promptly notify each Lender thereof. In addition, Agent will, with reasonable promptness, notify the Borrower Representative and the Lenders of each determination of LIBOR; provided that any failure to do so shall not relieve the any Borrower of any liability hereunder or provide the basis for any claim against Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than seven (7) different Interest Periods in effect.

Conversion and Continuation Elections. (a) Subject to the last sentence of this Section 2.6(a), the Borrower The Borrowers shall have the option to (i) request that any Revolving Loan be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $1,000,000. Any such election must be made by the Borrower Representative by 2:00 p.m. (New York time) on the third Business Day prior to (1) the date of any proposed Revolving Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes Borrowers wish to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower Representative in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 p.m. (New York time) on the third Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted to a Base Rate LoanLoan at the end of its Interest Period. The Borrower Representative must make such election by notice to Agent in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (each, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 2.6 1.6 or in a writing in any other form acceptable to Agent. No Loan shall be made, converted into or continued as a LIBOR Rate Loan, if (x) an Event the conditions to Loans and Letters of Default has occurred and is continuing Credit in Section 2.2 are not met at the time of such proposed conversion or continuation and Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determinationthereof. (b) Upon receipt of a Notice of Conversion/Continuation, Agent will promptly notify each Lender thereof. In addition, Agent will, with reasonable promptness, notify the Borrower Representative and the Lenders of each determination of LIBOR; provided Winnebago Credit Agreement 41858764 provided, that any failure to do so shall not relieve the any Borrower of any liability hereunder or provide the basis for any claim against Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than seven (7) different Interest Periods in effect.

Conversion and Continuation Elections. (a) Subject to the last sentence of this Section 2.6(a), the The Borrower shall have the option to (i) request that any Revolving Loan be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 10.4, if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $5,000,000. Any such election must be made by the Borrower by 2:00 p.m. (New York time) on the third Business Day prior to (1) the date of any proposed Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 p.m. (New York time) on the third Business Day prior to the end of the Interest Period with respect thereto, that such LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted to a Base Rate LoanLoan at the end of its Interest Period. The Borrower must make such election by notice to Administrative Agent in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 2.6 1.6 or in a writing in any other form acceptable to Administrative Agent. No Loan shall be made, converted into or continued as a LIBOR Rate Loan, if (x) an Event of Default has occurred and is continuing and Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determination. (b) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent will promptly notify each Lender thereof. In addition, Administrative Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of LIBOR; provided provided, that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against Administrative Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than seven (7) different Interest Periods in effect.

Conversion and Continuation Elections. (a) Subject to the last sentence of this Section 2.6(a), the Borrower Borrowers shall have the option to (i) request that any Revolving Loan be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $1,000,000 and integral multiples of $100,000 in excess of such amount. Any such election must be made by the Borrower Representative by 2:00 p.m. 12:00 noon (New York time) on the third Business Day prior to (1) the date of any proposed Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes Borrowers wish to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower Representative in such election. If no Interest Period with respect to any LIBOR Rate Loan is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. If no election is received with respect to a LIBOR Rate Loan by 2:00 p.m. on the third Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted to a Base Rate LoanLoan at the end of the Interest Period applicable thereto. The If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be a Base Rate Borrowing. Borrower Representative must make such election by notice to Agent in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 2.6 1.6 or in a writing in any other form acceptable to Agent. No Loan shall be made, converted into or continued as a LIBOR Rate Loan, if (x) an Event of Default has occurred and is continuing and Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determinationthereof. (b) Upon receipt of a Notice of Conversion/Continuation, Agent will promptly notify each Lender thereof. In addition, Agent will, with reasonable promptness, notify the Borrower Representative and the Lenders of each determination of LIBOR; provided that any failure to do so shall not relieve the any Borrower of any liability hereunder or provide the basis for any claim against Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than seven (7) different Interest Periods in effect.

Conversion and Continuation Elections. (a) Subject to the last sentence of this Section 2.6(a), the The Borrower shall have the option to (i) request that any Revolving Loan be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $1,000,000. Any such election must be made by the Borrower by 2:00 p.m. (New York time) on the third Business Day prior to (1) the date of any proposed Loan Revolving Loans which is are to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 p.m. (New York time) on the third Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted to a Base Rate LoanLoan at the end of its Interest Period. The Borrower must make such election by notice to Agent in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 2.6 1.6 or in a writing in any other form acceptable to Agent. No Loan shall be made, converted into or continued as a LIBOR Rate Loan, if (x) an Event the conditions to Loans and Letters of Default has occurred and is continuing Credit in Section 2.2 are not met at the time of such proposed conversion or continuation and Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof thereof. No Loan may be made as or converted into a LIBOR Rate Loan until three (y3) Agent is or Required Lenders are stayed by days after the Bankruptcy Code from making such determinationClosing Date. (b) Upon receipt of a Notice of Conversion/Continuation, Agent will promptly notify each Lender thereof. In addition, Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of LIBOR; provided that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than seven nine (79) different Interest Periods in effect.

Conversion and Continuation Elections. (a) Subject to the last sentence of this Section 2.6(a), the The Borrower shall have the option to (i) request that any Revolving Loan be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iii) convert all or any part of any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $5,000,000. Any such election must be made by the Borrower by 2:00 p.m. (New York time) on the third 3rd Business Day prior to (1) the date of any proposed Revolving Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 p.m. (New York time) on the third 3rd Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted to a Base Rate LoanLoan at the end of its Interest Period. The Borrower must make such election by notice to Agent in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 2.6 1.6 or in a writing in any other form acceptable to Agent. No Loan shall be made, converted into or continued as a LIBOR Rate Loan, if (x) an Event of Default has occurred and is continuing exists at the time of such proposed conversion or continuation and Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determinationthereof. (b) Upon receipt of a Notice of Conversion/Continuation, Agent will promptly notify each Lender thereof. In addition, Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of LIBOR; provided that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than seven (7) different Interest Periods in effect.

Conversion and Continuation Elections. (a) Subject to the last sentence of this Section 2.6(a), the Borrower Borrowers shall have the option to (i) request that any Revolving Loan be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $1,000,000 and integral multiples of $100,000 in excess of such amount. Any such election must be made by the Borrower Representative by 2:00 p.m. 12:00 noon (New York time) on the third Business Day prior to (1) the date of any proposed Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes Borrowers wish to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower Representative in such election. If no Interest Period with respect to any LIBOR Rate Loan is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. If no election is received with respect to a LIBOR Rate Loan by 2:00 p.m. on the third Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted to a Base Rate LoanLoan at the end of the Interest Period applicable thereto. The If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be a Base Rate Borrowing. Borrower Representative must make such election by notice to Agent in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 2.6 1.6 or in a writing in any other form acceptable to Agent. No Loan shall be made, converted into or continued as a LIBOR Rate Loan, if (x) an Event of Default has occurred and is continuing and Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determination. (b) thereof. Upon receipt of a Notice of Conversion/Continuation, Agent will promptly notify each Lender thereof. In addition, Agent will, with reasonable promptness, notify the Borrower Representative and the Lenders of each determination of LIBOR; provided that any failure to do so shall not relieve the any Borrower of any liability hereunder or provide the basis for any claim against Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) . Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than seven ten (710) different Interest Periods in effect.

Conversion and Continuation Elections. (a) Subject to the last sentence of this Section 2.6(a), the Borrower shall have the option to So long as (i) request that any Revolving Loan be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any such election must be made by the Borrower by 2:00 p.m. on the third Business Day prior to (1) the date of any proposed Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 p.m. on the third Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing exists; (ii) Borrower shall not have sent any notice of termination of this Agreement; and (yiii) otherwise be converted Borrower shall have complied with such customary procedures as Bank has established from time to a Base Rate Loan. The time for Borrower’s requests for LIBOR Term Loans, Borrower must make such election by may, upon irrevocable written notice to Agent in writingBank: (1) elect to convert on any Business Day, including by Electronic Transmission. In the case of Prime Rate Term Loans into LIBOR Term Loans; (2) elect to continue on any conversion or continuation, Interest Payment Date any LIBOR Term Loans maturing on such election must be made pursuant Interest Payment Date; or (3) elect to convert on any Interest Payment Date any LIBOR Term Loans maturing on such Interest Payment Date into Prime Rate Term Loans. (b) Borrower shall deliver a written notice (a “Notice of Conversion/Continuation”Continuation in accordance with Section 10 to be received by Bank prior to 12:00 p.m. Pacific time (i) substantially at least three (3) Business Days in advance of the form of Exhibit 2.6 Conversion Date or in a writing in Continuation Date, if any other form acceptable Term Loans are to Agent. No Loan shall be made, converted into or continued as a LIBOR Rate LoanTerm Loans; and (ii) on the Conversion Date, if any Term Loans are to be converted into Prime Rate Term Loans, in each case specifying the: (x1) proposed Conversion Date or Continuation Date; (2) aggregate amount of the Term Loans to be converted or continued; (3) nature of the proposed conversion or continuation; and (4) duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to any LIBOR Term Loans, Borrower shall have timely failed to select a new Interest Period to be applicable to such LIBOR Term Loans, Borrower shall be deemed to have elected to convert such LIBOR Term Loans into Prime Rate Term Loans. (d) Any LIBOR Term Loans shall, at Bank’s option, convert into Prime Rate Term Loans in the event that (i) an Event of Default has occurred and is continuing and Agent shall exist. Borrower agrees to pay Bank, upon demand by Bank (or Required Lenders have determined not Bank may, at its option, charge the Designated Deposit Account or any other account Borrower maintains with Bank) any amounts required to make compensate Bank for any loss (including loss of anticipated profits), cost, or continue any Loan as a LIBOR Rate Loan expense incurred by Bank, as a result thereof or (y) Agent is or Required Lenders are stayed by of the Bankruptcy Code from making such determinationconversion of LIBOR Term Loans to Prime Rate Term Loans pursuant to this Section 3.5(d). (be) Upon receipt of a Notice of Conversion/Continuation, Agent will promptly notify each Lender thereof. In addition, Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of LIBOR; provided that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against Agent. All conversions and continuations shall be made pro rata according Notwithstanding anything to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contrary contained in this Agreementherein, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there Bank shall not be more than seven (7) different Interest Periods required to purchase United States Dollar deposits in effectthe London interbank market or other applicable LIBOR market to fund any LIBOR Term Loans, but the provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund the LIBOR Term Loans.

Conversion and Continuation Elections. (a) Subject to the last sentence of this Section 2.6(a), the Borrower Borrowers shall have the option to (i) request that any Revolving Loan be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Swingline Loans) from Base Rate Loans to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $1,000,000 and integral multiples of $100,000 in excess of such amount. Any such election must be made by the Borrower Representative by 2:00 p.m. 12:00 noon (New York time) on the third Business Day prior to (1) the date of any proposed Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes Borrowers wish to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower Representative in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 p.m. 12:00 noon (New York time) on the third Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue be converted to a LIBOR Rate Loan with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted to a Base Rate Loan. The Borrower Representative must make such election by notice to Agent in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 2.6 1.6 or in a writing in any other form acceptable to Agent. No Loan shall be made, converted into or continued as a LIBOR Rate Loan, if (x) an Event of Default has occurred and is continuing and Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determinationthereof. (b) Upon receipt of a Notice of Conversion/Continuation, Agent will promptly notify each Lender thereof. In addition, Agent will, with reasonable promptness, notify the Borrower Representative and the Lenders of each determination of LIBOR; provided that any failure to do so shall not relieve the any Borrower of any liability hereunder or provide the basis for any claim against Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than seven ten (710) different Interest Periods in effect.

Conversion and Continuation Elections. (a) Subject Upon irrevocable written notice to the last sentence of this Section 2.6(a)Lender, the Borrower shall have the option to may: (i) request that Elect to convert on any Revolving Business Day any Base Rate Loan be made as (or any part thereof) in an amount not less than $100,000 or an integral multiple thereof into a LIBOR Rate Loan, Loan or; (ii) Elect to convert at on any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iii) convert Interest Payment Date any LIBOR Rate Loan to maturing on such Interest Payment Date (or any part thereof) in an amount not less than $100,000 or an integral multiple thereof into a Base Rate Loan, subject ; or (iii) Elect to Section 11.4 if such conversion is made prior to the expiration of the renew on any Interest Period applicable thereto, or (iv) continue all or Payment Date any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable maturing on such Interest Period. Any such election must be made by the Payment Date (or any part thereof) in an amount not less than $100,000 or an integral multiple thereof; (b) Borrower by 2:00 p.m. on the third Business Day prior to (1) the date of any proposed Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to shall deliver a LIBOR Rate Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 p.m. on the third Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted to a Base Rate Loan. The Borrower must make such election by notice to Agent in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”Continuation to be received by Agent not later than 2:00 P. M. Midland, Texas time at least (x) substantially three Business Days in advance of the form of Exhibit 2.6 Conversion Date or in continuation date, if a writing in any other form acceptable Loan is to Agent. No Loan shall be made, converted into or continued as a LIBOR Rate Loan; and (y) the Business Day immediately preceding the Conversion Date, if the Loan is to be converted into a Base Rate Loan; specifying: (xi) The proposed Conversion Date or continuation date, which shall be a Business Day; (ii) The aggregate amount of the Loan to be converted or renewed; (iii) The nature of the proposed conversion or continuation; and (iv) The duration of the requested Interest Period, if applicable. (c) If upon the expiration of any Interest Period applicable to any LIBOR Rate Loan, Borrower has failed to select timely a new Interest Period to be applicable to such LIBOR Rate Loan, or if any Event of Default shall then exist, Borrower shall be deemed to have elected to convert such LIBOR Rate Loan into a Base Rate Loan effective as of the expiration date of such current Interest Period. (d) Unless Lender shall otherwise state in writing, during the existence of an Event of Default has occurred and is continuing and Agent Default, Borrower may not elect to have a Loan converted into or Required Lenders have determined not to make or continue any Loan continued as a LIBOR Rate Loan as a result thereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determinationLoan. (b) Upon receipt of a Notice of Conversion/Continuation, Agent will promptly notify each Lender thereof. In addition, Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of LIBOR; provided that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (ce) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, conversion or to any continuation or conversion of any LIBOR Rate Loans, there shall not be more than seven five (75) different Interest Periods in effect.

Conversion and Continuation Elections. (a) Subject to the last sentence of this Section 2.6(a), the Borrower The Issuer shall have the option to (i) request that any Revolving Loan the Initial Term Loans or the Incremental Term Loans be made as a LIBOR Rate LoanLoans, (ii) convert at any time all or any part of the outstanding Term Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iii) convert at any time all of the outstanding LIBOR Rate Loan Loans to a Base Rate LoanLoans, subject to Section 11.4 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan the outstanding Term Loans as a LIBOR Rate Loan Loans upon the expiration of the applicable Interest Period. Any such election must be made by the Borrower Issuer by 2:00 p.m. p.m. (1) on the Business Day prior to the date on which the Initial Term Loans or Incremental Term Loans are to be made, and (2) on the third Business Day prior to (1) the date of any proposed Loan which is to bear interest at LIBOR, (2i) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3ii) the date on which the Borrower Issuer wishes to convert any Base Rate Loan Loans to a LIBOR Rate Loan Loans for an Interest Period designated by the Borrower Issuer in such election. If no election is received with respect to a LIBOR Rate Loan Loans by 2:00 p.m. on the third Business Day prior to the end of the Interest Period with respect thereto, that the LIBOR Rate Loan Loans shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted to a Base Rate LoanLoans at the end of the applicable Interest Period. The Borrower Issuer must make such election by notice to Agent in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 2.6 1.6 or in a writing in any other form acceptable to Agentthe Required Purchasers. No Loan The Term Loans shall not be mademade as, converted into or continued as a LIBOR Rate Loan, Loans if (x) an Event of Default (other than any Specified Default) has occurred and is continuing and Agent or Required Lenders Purchasers have determined not to make or continue any Loan the Term Loans as a LIBOR Rate Loan Loans as a result thereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determinationthereof. (b) Upon receipt of a Notice of Conversion/Continuation, Agent will promptly notify each Lender Purchaser thereof. In addition, Agent and the Purchasers may act upon the basis of such Notice of Conversion/Continuation believed by Agent in good faith to be from the Issuer. Agent and the Purchasers shall have no duty to verify the authenticity of the signature appearing on any Notice of Conversion/Continuation. Agent will, with reasonable promptness, notify the Borrower Issuer and the Lenders Purchasers of each determination of LIBOR; provided provided, that any failure to do so shall not relieve the Borrower Issuer of any liability hereunder or provide the basis for any claim against Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than seven (7) different Interest Periods in effect.

Conversion and Continuation Elections. (a) Subject to the last sentence of this Section 2.6(a), the The Borrower shall have the option to (i) request that any Revolving Loan be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $2,000,000. Any such election must be made by the Borrower by 2:00 1:00 p.m. (Chicago time) on the third 3rd Business Day prior to (1) the date of any proposed Revolving Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 1:00 p.m. (Chicago time) on the third 3rd Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted to a Base Rate LoanLoan at the end of its Interest Period. The Borrower must make such election by notice to Agent in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 2.6 1.6 or in a writing in any other form acceptable to Agent. No Loan shall be made, converted into or continued as a LIBOR Rate Loan, if (x) an Event of Default has occurred and is continuing and Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determinationthereof. (b) Upon receipt of a Notice of Conversion/Continuation, Agent will promptly notify each Lender thereof. In addition, Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of LIBOR; provided that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than seven six (76) different Interest Periods in effect.

Conversion and Continuation Elections. (a) Subject to the last sentence of this Section 2.6(a), the Borrower shall have the option to (i) request that any Revolving Loan be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Swingline Loans) from Base Rate Loans to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $1,000,000 and integral multiples of $100,000 in excess of such amount. Any such election must be made by the Borrower by 2:00 p.m. 12:00 noon (New York time) on the third 3rd Business Day prior to (1) the date of any proposed Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 p.m. 12:00 noon (New York time) on the third 3rd Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue be converted to a LIBOR Rate Loan with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted to a Base Rate Loan. The Borrower must make such election by notice to Agent in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 2.6 1.6 or in a writing in any other form acceptable to Agent. No Loan shall be made, converted into or continued as a LIBOR Rate Loan, if (x) an Event of Default has occurred and is continuing and Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determinationthereof. (b) Upon receipt of a Notice of Conversion/Continuation, Agent will promptly notify each Lender thereof. In addition, Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of LIBOR; provided that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than seven (7) different Interest Periods in effect.

Conversion and Continuation Elections. (a) Subject to the last sentence of this Section 2.6(a), the Borrower shall have the option to (i) request that any Revolving Loan be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Revolving Loans or Term Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Revolving Loan or Term Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any Revolving Loan or group of Revolving Loans or Term Loan or group of Term Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $1,000,000 and integral multiples of $250,000 in excess of such amount. Any such election must be made by the Borrower by 2:00 3:00 p.m. (New York time) on the third 3rd Business Day prior to (1) the date of any proposed Revolving Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower in such election. No LIBOR Rate Loan shall be comprised of both Revolving Loans (or any one or more portions thereof) and the Term Loan (or any one or more portions thereof). If no election is received with respect to a LIBOR Rate Loan by 2:00 3:00 p.m. (New York time) on the third 3rd Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted to a Base Rate LoanLoan at the end of its Interest Period. The Borrower must make such election by notice to Agent in writing, including by fax or overnight courier, or by Electronic TransmissionTransmission (or by telephone, to be confirmed in writing on such day). In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 2.6 or in a writing in any other form acceptable to Agent1.6. No Revolving Loan or Term Loan shall be made, converted into or continued as a LIBOR Rate Loan, Loan if (x) an Event of Default has occurred and is continuing and Agent or the Required Lenders have determined not to make or continue any Revolving Loan or Term Loan as a LIBOR Rate Loan as a result thereof thereof. Until the earlier of (i) thirty (30) days after the Closing Date or (yii) Agent is or Required Lenders are stayed completion of primary syndication as determined by the Bankruptcy Code from making such determinationAgent, all outstanding LIBOR Rate Loans shall be subject to a one week Interest Period. (ba) Upon receipt of a Notice of Conversion/Continuation, Agent will promptly notify each Lender thereof. In addition, Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of LIBOR; provided that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than seven (7) different Interest Periods in effect.against

Conversion and Continuation Elections. (a) Subject to the last sentence of this Section 2.6(a), the Borrower shall have the option to (i) request that any Revolving Loan be made So long as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any such election must be made by the Borrower by 2:00 p.m. on the third Business Day prior to (1) the date of any proposed Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 p.m. on the third Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing or Default exists; (2) Borrower shall not have sent any notice of termination of this Agreement; and (y3) otherwise be converted Borrower shall have complied with such customary procedures as Bank has established from time to a Base Rate Loan. The time for Borrower's requests for LIBOR Credit Extensions, Borrower must make such election by may, upon irrevocable written notice to Agent Bank: (i) elect to convert on any Business Day, Prime Rate Credit Extensions in writingan amount equal to $1,000,000 or any integral multiple of $500,000 in excess thereof into LIBOR Credit Extensions; (ii) elect to continue on any Interest Payment Date any LIBOR Credit Extensions maturing on such Interest Payment Date (or any part thereof in an amount equal to $1,000,000 or any integral multiple of $500,000 in excess thereof); provided, including that if the aggregate amount of LIBOR Credit Extensions shall have been reduced, by Electronic Transmission. In the case payment, prepayment, or conversion of any conversion or continuationpart thereof, to be less than $1,000,000, such election must be made pursuant LIBOR Credit Extensions shall automatically convert into Prime Rate Credit Extensions, and on and after such date the right of Borrower to continue such Credit Extensions as, and convert such Credit Extensions into, LIBOR Credit Extensions shall terminate; or (iii) elect to convert on any Interest Payment Date any LIBOR Credit Extensions maturing on such Interest Payment 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 Credit Extensions. (b) Borrower shall deliver a written notice (a “Notice of Conversion/Continuation”Continuation in accordance with Section 10 to be received by Bank prior to 11:00 a.m. Pacific time at least (i) substantially three (3) Business Days in advance of the form of Exhibit 2.6 Conversion Date or in a writing in Continuation Date, if any other form acceptable Credit Extensions are to Agent. No Loan shall be made, converted into or continued as a LIBOR Rate LoanCredit Extensions; and (ii) one (1) Business Day in advance of the Conversion Date, if any Credit Extensions are to be converted into Prime Rate Credit Extensions, in each case specifying the: (xi) proposed Conversion Date or Continuation Date; (ii) aggregate amount of the Credit Extensions to be converted or continued 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 $500,000 in excess thereof; (iii) nature of the proposed conversion or continuation; and (iv) duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to any LIBOR Credit Extensions, Borrower shall have timely failed to select a new Interest Period to be applicable to such LIBOR Credit Extensions, Borrower shall be deemed to have elected to convert such LIBOR Credit Extensions into Prime Rate Credit Extensions. (d) Any LIBOR Credit Extensions shall, at Bank's option, convert into Prime Rate Credit Extensions in the event that (i) an Event of Default has occurred and is continuing and Agent or Required Lenders Default shall exist, or (ii) the aggregate principal amount of the Prime Rate Credit Extensions which have determined not been previously converted to make LIBOR Credit Extensions, or continue 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 Loan as a LIBOR Rate Loan 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 Bank) any amounts required to compensate Bank for any loss (including loss of anticipated profits), cost, or expense incurred by Bank, as a result thereof or (y) Agent is or Required Lenders are stayed by of the Bankruptcy Code from making such determinationconversion of LIBOR Credit Extensions to Prime Rate Credit Extensions pursuant to any of the foregoing. (be) Upon receipt of a Notice of Conversion/Continuation, Agent will promptly notify each Lender thereof. In addition, Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of LIBOR; provided that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against Agent. All conversions and continuations shall be made pro rata according Notwithstanding anything to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contrary contained in this Agreementherein, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there Bank shall not be more than seven (7) different Interest Periods required to purchase United States Dollar deposits in effectthe London 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) Subject to the last sentence of this Section 2.6(a), the Borrower The Borrowers shall have the option to (i) request that any Revolving Loan be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $500,000. Any such election must be made by the Borrower Representative by 2:00 p.m. on the third Business Day prior to (1) the date of any proposed Revolving Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes Borrowers wish to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower Representative in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 p.m. on the third Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted to a Base Rate LoanLoan at the end of its Interest Period. The Borrower Representative must make such election by notice to Agent in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 2.6 1.6 or in a writing in any other form reasonably acceptable to Agent. No Loan shall be made, converted into or continued as a LIBOR Rate Loan, if (x) an Event the conditions to Loans and Letters of Default has occurred and is continuing Credit in Section 2.2 are not met at the time of such proposed conversion or continuation and Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determinationthereof. (b) Upon receipt of a Notice of Conversion/Continuation, Agent will promptly notify each Lender thereof. In addition, Agent will, with reasonable promptness, notify the Borrower Representative and the Lenders of each determination of LIBOR; provided that any failure to do so shall not relieve the any Borrower of any liability hereunder or provide the basis for any claim against Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than seven four (74) different Interest Periods in effect.

Conversion and Continuation Elections. (a) Subject to the last sentence of this Section 2.6(a), the Borrower The Borrowers shall have the option to (i) request that any Revolving Loan be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $5,000,000. Any such election must be made by the Borrower Representative by 2:00 p.m. 11:00 a.m. (New York time) on the third Business Day prior to (1) the date of any proposed Revolving Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes Borrowers wish to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower Representative in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 p.m. 11:00 a.m. (New York time) on the third Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted to a Base Rate LoanLoan at the end of its Interest Period. The Borrower Representative must make such election by notice to Agent in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 2.6 1.6 or in a writing in any other form acceptable to Agent. No Loan shall be made, converted into or continued as a LIBOR Rate Loan, if (x) an any Event of Default has shall have occurred and is continuing and Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determinationcontinuing. (b) Upon receipt of a Notice of Conversion/Continuation, Agent will promptly notify each Lender thereof. In addition, Agent will, with reasonable promptness, notify the Borrower Representative and the Lenders of each determination of LIBOR; provided that any failure to do so shall not relieve the any Borrower of any liability hereunder or provide the basis for any claim against Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than seven ten (710) different Interest Periods in effect.

Conversion and Continuation Elections. (a) Subject to the last sentence of this Section 2.6(a), the The Borrower shall have the option to (i) request that any Revolving Loan be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate RateSOFR Loans, (iiiii) convert any LIBOR Rate RateSOFR Loan to a Base Rate Loan, subject to Section 11.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iviii) continue all or any portion of any Loan as a LIBOR Rate RateSOFR Loan upon the expiration of the applicable Interest Period. Any such election must be made by the Borrower by 2:00 p.m. on the third Business Day prior to (1) the date of any proposed Loan which is to bear interest at LIBORLIBORAdjusted Term SOFR, (2) the end of each Interest Period with respect to any LIBOR Rate RateSOFR Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a LIBOR Rate RateSOFR Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a LIBOR Rate RateSOFR Loan by 2:00 p.m. on the third Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate RateSOFR Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted to a Base Rate LoanLoan at the end of its Interest Period. The Borrower must make such election by notice to Agent in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 2.6 or in a writing in any other form acceptable to Agent. No Loan shall be made, converted into or continued as a LIBOR Rate Loan, RateSOFR Loan if (x) an Event of Default has occurred and is continuing and Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate RateSOFR Loan as a result thereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determination. (b) Upon receipt of a Notice of Conversion/Continuation, Agent will promptly notify each Lender thereof. In addition, Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of LIBORLIBORAdjusted Term SOFR; provided that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than seven (7) different Interest Periods in effect; provided that after the establishment of any new Class of Loans pursuant to an Extension or an Incremental Facility, such number of Interest Periods shall increase by two (2) Interest Periods for each such new Class of Loans so established.

Conversion and Continuation Elections. (a) Subject The Borrower may upon ------------------------------------- irrevocable (subject to subsection 10.2(c) and Section 10.5) written notice to the Agent in accordance with subsection 1.6(b) elect to convert on any Business Day, any Base Rate Loans into LIBOR Rate Loans or elect to continue on the last sentence day of this Section 2.6(a)the applicable Interest Period any LIBOR Rate Loans having Interest Periods maturing on such day, the in each instance, in whole or in part in an amount not less than $100,000, or that is in an integral multiple of $50,000 in excess thereof. (b) The Borrower shall have deliver a Notice of Conversion/Continuation to be received by the option to Agent not later than 11:00 a.m. (Chicago time) at least three (3) Business Days in advance of the requested Conversion Date or continuation date, specifying: (i) request that any Revolving Loan be made as a LIBOR Rate Loan, the proposed Conversion Date or continuation date; (ii) convert at the aggregate amount of Loans to be converted or renewed; and (iii) the duration of the requested Interest Period with respect to the Loans to be converted or continued as LIBOR Rate Loans. (c) If upon the expiration of any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans Interest Period applicable to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan the Borrower has failed to select timely a Base Rate Loan, subject to Section 11.4 if such conversion is made prior to the expiration of the new Interest Period to be applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any to such election must be made by the Borrower by 2:00 p.m. on the third Business Day prior to (1) the date of any proposed Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as suchor if any Event of Default shall then exist, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 p.m. on the third Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being be deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted elected to a convert such LIBOR Rate Loans into Base Rate Loan. The Borrower must make Loans effective as of the expiration date of such election by notice to Agent in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 2.6 or in a writing in any other form acceptable to Agent. No Loan shall be made, converted into or continued as a LIBOR Rate Loan, if (x) an Event of Default has occurred and is continuing and Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determinationcurrent Interest Period. (bd) 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 LIBORa 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 pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was givengiven held by each Lender. (ce) 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) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than seven (7) different Interest Periods in effect.

Conversion and Continuation Elections. (ai) Subject to the last sentence of this Section 2.6(a), the The US Borrower shall have the option to (iw) request that any US Revolving Loan be made as a LIBOR Rate Loan, (iix) convert at any time all or any part of outstanding US Revolving Loans (other than US Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iiiy) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (ivz) continue all or any portion of any US Revolving Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $1,000,000 and in integral multiples of $100,000 thereafter. Any such election must be made by the US Borrower by 2:00 p.m. 10:00 a.m. (Central time) on the third 3rd Business Day prior to (1) the date of any proposed US Revolving Loan which is to bear interest at LIBORthe Adjusted LIBOR Rate plus the Applicable Margin, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the US Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the US Borrower in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 p.m. 10:00 a.m. (Central time) on the third 3rd Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted to a Base Rate LoanLoan at the end of its Interest Period. The US Borrower must make such election by notice to US Agent in writing, including by Electronic TransmissionTransmission (or by telephone, to be confirmed in writing or Electronic Transmission on such day). In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 2.6 1.6 or in a writing in any other form reasonably acceptable to the Appropriate Agent. No Loan shall be made, converted into or continued as a LIBOR Rate LoanLoan with an Interest Period longer than one month, if (x) an a Specified Event of Default has occurred and is continuing and Agent Required US Lenders have provided notice to the US Borrower (directly or by or through the US Agent) indicating that the Required US Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determinationthereof. (bii) Upon receipt of a Notice of Conversion/Continuation, US Agent will promptly notify each US Lender thereof. In addition, US Agent will, with reasonable promptness, notify the US Borrower and the US Lenders of each determination of LIBORthe Adjusted LIBOR Rate; provided that any failure to do so shall not relieve the US Borrower of any liability hereunder or provide the basis for any claim against US Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the US Revolving Loans held by each US Lender with respect to which the notice was given. (ciii) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than seven (7) different Interest Periods in effecteffect at any one time with respect to the US Revolving Loans. (i) The Canadian Borrower shall have the option to (w) request that any CDN $ Denominated Canadian Loan be made as a CDOR Rate Loan and any Dollar Denominated Canadian Loan be made as a LIBOR Rate Loan, (x) convert at any time all or any part of outstanding CDN $ Denominated Canadian Loans (other than Canadian Swing Loans) from Canadian Prime Rate Loans to CDOR Rate Loans and any Dollar Denominated Canadian Loans (other than Canadian Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (y) convert any CDOR Rate Loan to a Canadian Prime Rate Loan and any LIBOR Rate Loan to a Base Rate Loan, subject to Section 10.4 if such conversion is made prior to the expiration of the CDOR Period or Interest Period applicable thereto, or (z) continue all or any portion of any CDN $ Denominated Canadian Loan as a CDOR Rate Loan upon the expiration of the applicable CDOR Period and any Dollar Denominated Canadian Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed CDOR Period or Interest Period, as applicable, to be made or continued as, or converted into, a CDOR Rate Loan or LIBOR Rate Loan, as applicable, must, in each instance, be in a minimum amount of CDN $1,000,000 and in integral multiples of CDN $100,000 thereafter for CDN $ Denominated Canadian Loans and $1,000,000 and in integral multiples of $100,000 thereafter for Dollar Denominated Canadian Loans. Any such election must be made by the Canadian Borrower by 10:00 a.m. (Central time) on the 3rd Business Day prior to (1) the date of any proposed Canadian Revolving Loan which is to bear interest at the CDOR Rate or the Adjusted LIBOR Rate, (2) the end of each CDOR Period or Interest Period with respect to any CDOR Rate Loans or LIBOR Rate Loans, as applicable, to be continued as such, or (3) the date on which the Canadian Borrower wishes to convert any Canadian Prime Rate Loans to a CDOR Rate Loan for an CDOR Period designated by the Canadian Borrower in such election or any Base Rate Loans to a LIBOR Rate Loan for an Interest Period designated by the Canadian Borrower in such election. If no election is received with respect to a CDOR Rate Loan or LIBOR Rate Loan by 10:00 a.m. (Central time) on the 3rd Business Day prior to the end of the respective CDOR Period or Interest Period, as applicable, that CDOR Rate Loan or LIBOR Rate Loan shall be converted to a Canadian Prime Rate Loan or Base Rate Loan, as applicable, at the end of its CDOR Period or Interest Period, as applicable. The Canadian Borrower must make such election by notice to Canadian Agent in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a Notice of Conversion/Continuation. No Loan shall be made, converted into or continued as a CDOR Rate Loan with an CDOR Period or a LIBOR Rate Loan with an Interest Period, in either case, longer than one month, if a Specified Event of Default has occurred and is continuing and Required Canadian Lenders have provided notice to the Canadian Borrower (directly or by or through the Canadian Agent) indicating that the Required Canadian Lenders have determined not to make or continue any Loan as a CDOR Rate Loan or a LIBOR Rate Loan, as applicable, as a result thereof. (ii) Upon receipt of a Notice of Conversion/Continuation, Canadian Agent will promptly notify each Canadian Lender thereof. In addition, Canadian Agent will, with reasonable promptness, notify the Canadian Borrower and the Canadian Lenders of each determination of the CDOR Rate or the Adjusted LIBOR Rate, as applicable; provided that any failure to do so shall not relieve the Canadian Borrower of any liability hereunder or provide the basis for any claim against Canadian Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Canadian Revolving Loans held by each Canadian Lender with respect to which the notice was given. (iii) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than seven (7) different CDOR Periods or Interest Periods, in aggregate, in effect at any one time with respect to the Canadian Revolving Loans.

Conversion and Continuation Elections. (a) Subject to the last sentence of this Section 2.6(a), the Borrower The Borrowers shall have the option to (i) request that any Revolving Loan be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any such election must be made by the Borrower Representative by 2:00 p.m. on the third Business Day prior to (1) the date of any proposed Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes Borrowers wish to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower Representative in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 p.m. on the third Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with be automatically continued as a LIBOR Rate Loan at the Borrower being deemed to have selected an end of its Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted to a Base Rate LoanPeriod. The Borrower Representative must make such election by notice to Agent in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 2.6 or in a writing in any other form acceptable to Agent. No Loan shall be made, converted into or continued as a LIBOR Rate Loan, if (x) an Event of Default has occurred and is continuing and Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determination. (b) Upon receipt of a Notice of Conversion/Continuation, Agent will promptly notify each Lender thereof. In addition, Agent will, with reasonable promptness, notify the Borrower Representative and the Lenders of each determination of LIBOR; provided that any failure to do so shall not relieve the any Borrower of any liability hereunder or provide the basis for any claim against Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than seven (7) different Interest Periods in effect.

Conversion and Continuation Elections. (a) Subject The Borrower may upon irrevocable (subject to subsection 10.2(c) and Section 10.5) written notice to the Agent in accordance with subsection 1.6(b) elect to convert on any Business Day, any Base Rate Loans into LIBOR Rate Loans or elect to continue on the last sentence day of this Section 2.6(a)the applicable Interest Period any LIBOR Rate Loans having Interest Periods maturing on such day, the in each instance, in whole or in part in an amount not less than $100,000, or that is in an integral multiple of $50,000 in excess thereof. (b) The Borrower shall have deliver a Notice of Continuation/Conversion to be received by the option to Agent not later than 12:30 p.m. (Chicago time) at least three (3) Business Days in advance of the requested Conversion Date or continuation date, specifying: (i) request that any Revolving Loan be made as a LIBOR Rate Loan, the proposed Conversion Date or continuation date; (ii) convert at the aggregate amount of Loans to be converted or continued; and (iii) the duration of the requested Interest Period with respect to the Loans to be converted or continued as LIBOR Rate Loans. (c) If upon the expiration of any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans Interest Period applicable to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan the Borrower has failed to select timely a Base Rate Loan, subject to Section 11.4 if such conversion is made prior to the expiration of the new Interest Period to be applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any to such election must be made by the Borrower by 2:00 p.m. on the third Business Day prior to (1) the date of any proposed Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as suchor if any Event of Default shall then exist, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 p.m. on the third Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being be deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted elected to a convert such LIBOR Rate Loans into Base Rate Loan. The Borrower must make Loans effective as of the expiration date of such election by notice to Agent in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 2.6 or in a writing in any other form acceptable to Agent. No Loan shall be made, converted into or continued as a LIBOR Rate Loan, if (x) an Event of Default has occurred and is continuing and Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determinationcurrent Interest Period. (bd) Upon receipt of a Notice of Continuation/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 LIBOR; provided 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 pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was givengiven held by each Lender. (ce) 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) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than seven (7) different Interest Periods in effect. (g) LIBOR Rate Loans that shall have been evidenced by the Original Credit Agreement and remain outstanding as of the Restatement Effective Date shall continue as LIBOR Rate Loans hereunder and the Interest Periods relating thereto shall continue as Interest Periods hereunder.

Conversion and Continuation Elections. (a) Subject to the last sentence So long as (i) no Event of Default exists; (ii) Borrower shall not have sent any notice of termination of this Section 2.6(a), the Agreement; and (iii) Borrower shall have the option complied with such customary procedures as Bank has established from time to (i) request that any Revolving Loan be made as a time for Borrower’s requests for LIBOR Rate LoanAdvances, (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans Borrower may, upon irrevocable written notice to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any such election must be made by the Borrower by 2:00 p.m. on the third Business Day prior to Bank: (1) the date of elect to convert on any proposed Loan which is to bear interest at LIBOR, Business Day Borrower’s Prime Rate Advances into LIBOR Advances; (2) the end elect to continue on any Interest Payment Date any of each Borrower’s LIBOR Advances maturing on such Interest Period with respect to any LIBOR Rate Loans to be continued as such, Payment Date; or (3) the date on which the Borrower wishes elect to convert on any Base Interest Payment Date any of Borrower’s LIBOR Advances maturing on such Interest Payment Date into Prime Rate Loan to Advances. (b) Borrower shall deliver a LIBOR Rate Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 p.m. on the third Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted to a Base Rate Loan. The Borrower must make such election by notice to Agent in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”Continuation in accordance with Section 10 to be received by Bank prior to 12:00 p.m. Pacific Time (i) substantially at least three (3) Business Days in advance of the form of Exhibit 2.6 Conversion Date or in a writing in Continuation Date, if any other form acceptable Advances are to Agent. No Loan shall be made, converted into or continued as a LIBOR Rate LoanAdvances; and (ii) on the Conversion Date, if any Advances are to be converted into Prime Rate Advances, in each case specifying the: (x1) an Event of Default has occurred and is continuing and Agent proposed Conversion Date or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof or Continuation Date; (y2) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determination. (b) Upon receipt of a Notice of Conversion/Continuation, Agent will promptly notify each Lender thereof. In addition, Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of LIBOR; provided that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts aggregate amount of the Loans held by each Lender with respect Advances to which be converted or continued; (3) nature of the notice was givenproposed conversion or continuation; and (4) duration of the requested Interest Period. (c) Notwithstanding If upon the expiration of any other provision contained in this Agreement, after giving effect Interest Period applicable to any BorrowingLIBOR Advances, or Borrower shall have failed timely to any continuation or conversion of any Loansselect a new Interest Period to be applicable to such LIBOR Advances, there Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances. (d) Notwithstanding anything to the contrary contained herein, Bank shall not be more than seven (7) different Interest Periods required to purchase United States Dollar deposits in effectthe London 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) Subject to the last sentence of this Section 2.6(a), the The Borrower shall have the option to (i) request that any Revolving Loan be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $100,000 (and multiples of $50,000 in excess thereof). Any such election must be made by the Borrower by 2:00 p.m. on the third Business Day prior to (1) the date of any proposed Revolving Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 p.m. on the third 3rd Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted to a Base Rate LoanLoan at the end of its Interest Period. The Borrower must make such election by notice to Agent in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 2.6 1.6 or in a writing in any other form acceptable to Agent. No Loan shall be made, converted into or continued as a LIBOR Rate Loan, if (x) an Event of Default has occurred and is continuing and Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determinationthereof. (b) Upon receipt of a Notice of Conversion/Continuation, Agent will promptly notify each Lender thereof. In addition, Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of LIBOR; provided provided, that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than seven (7) different Interest Periods in effect.

Conversion and Continuation Elections. (a) Subject to the last sentence of this Section 2.6(a), the Borrower Borrowers shall have the option to (i) request that any Revolving Loan be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (ivii) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $1,000,000 and integral multiples of $100,000 in excess of such amount. Any such election must be made by the Borrower Representative by 2:00 p.m. on the third 10:00 a.m. (New York time) three (3) Business Day Days prior to (1) the date of any proposed Loan which is to bear interest at LIBORRevolving Loan, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes Borrowers wish to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower Representative in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 p.m. 10:00 a.m. (New York time) on the third 3rd Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted to automatically continued as a Base LIBOR Rate Loan, subject to Article X, at the end of its Interest Period. The Borrower Representative must make such election by notice to Agent in writing, including by fax, overnight courier, or by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 2.6 or in a writing in any other form acceptable to Agent1.6. No Loan shall be made, converted into or continued as a LIBOR Rate Loan, if (x) an Event of Default has occurred and is continuing and Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan or as provided pursuant to Article X. No Loan shall be made, converted into or continued as a result thereof Base Rate Loan, unless, subject to and as more particularly described in Article X, LIBOR is unavailable or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determinationunlawful. (b) 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 Representative and the Lenders of each determination of LIBOR; provided that any failure to do so shall not relieve the any Borrower of any liability hereunder or provide the basis for any claim against the Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than seven five (75) different Interest Periods in effect.

Conversion and Continuation Elections. (a) Subject The Borrower may upon irrevocable (subject to subsection 10.2(c) and Section 10.5) written notice to the Agent in accordance with subsection 1.6(b) elect to convert on any Business Day, any Base Rate Loans into LIBOR Rate Loans or elect to continue on the last sentence day of this Section 2.6(a)the applicable Interest Period any LIBOR Rate Loans having Interest Periods maturing on such day, the in each instance, in whole or in part in an amount not less than $100,000, or that is in an integral multiple of $50,000 in excess thereof. (b) The Borrower shall have deliver a Notice of Continuation/Conversion to be received by the option to Agent not later than 11:00 a.m. (Chicago time) at least three (3) Business Days in advance of the requested Conversion Date or continuation date, specifying: (i) request that any Revolving Loan be made as a LIBOR Rate Loan, the proposed Conversion Date or continuation date; (ii) convert at the aggregate amount of Loans to be converted or continued; and (iii) the duration of the requested Interest Period with respect to the Loans to be converted or continued as LIBOR Rate Loans. (c) If upon the expiration of any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans Interest Period applicable to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan the Borrower has failed to select timely a Base Rate Loan, subject to Section 11.4 if such conversion is made prior to the expiration of the new Interest Period to be applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any to such election must be made by the Borrower by 2:00 p.m. on the third Business Day prior to (1) the date of any proposed Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as suchor if any Event of Default shall then exist, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 p.m. on the third Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being be deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted elected to a convert such LIBOR Rate Loans into Base Rate Loan. The Borrower must make Loans effective as of the expiration date of such election by notice to Agent in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 2.6 or in a writing in any other form acceptable to Agent. No Loan shall be made, converted into or continued as a LIBOR Rate Loan, if (x) an Event of Default has occurred and is continuing and Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determinationcurrent Interest Period. (bd) Upon receipt of a Notice of Continuation/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 LIBOR; 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 pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was givengiven held by each Lender. (ce) Unless the Agent or 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) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than seven (7) different Interest Periods in effect.

Conversion and Continuation Elections. (a) Subject to the last sentence of this Section 2.6(a), the Borrower shall have the option to So long as (i) request that any Revolving Loan be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any such election must be made by the Borrower by 2:00 p.m. on the third Business Day prior to (1) the date of any proposed Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 p.m. on the third Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing exists; (ii) Borrower shall not have sent any notice of termination of this Agreement; and (yiii) otherwise be converted Borrower shall have complied with such customary procedures as Bank has established from time to a Base Rate Loan. The time for Borrower’s requests for LIBOR Loans, Borrower must make such election by may, upon irrevocable written notice to Agent in writingBank: (1) elect to convert on any Business Day, including by Electronic Transmission. In the case of Prime Rate Loans into LIBOR Loans; (2) elect to continue on any conversion or continuation, Interest Payment Date any LIBOR Loans maturing on such election must be made pursuant Interest Payment Date; or (3) elect to convert on any Interest Payment Date any LIBOR Loans maturing on such Interest Payment Date into Prime Rate Loans. (b) Borrower shall deliver a written notice (a “Notice of Conversion/Continuation”Continuation by electronic mail to be received by Bank prior to 12:00 noon Pacific time (i) substantially at least three (3) Business Days in advance of the form of Exhibit 2.6 Conversion Date or in a writing in Continuation Date, if any other form acceptable Credit Extensions are to Agent. No Loan shall be made, converted into or continued as LIBOR Loans; and (ii) on the Conversion Date, if any Credit Extensions are to be converted into Prime Rate Loans, in each case specifying the: (1) proposed Conversion Date or Continuation Date; (2) aggregate amount of the Credit Extensions to be converted or continued; (3) nature of the proposed conversion or continuation; and (4) if the resulting Credit Extension is to be a LIBOR Rate Loan, if (x) an Event of Default has occurred and is continuing and Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determination. (b) Upon receipt of a Notice of Conversion/Continuation, Agent will promptly notify each Lender thereof. In addition, Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of LIBOR; provided that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts duration of the Loans held by each Lender with respect to which the notice was givenrequested Interest Period. (c) Notwithstanding If upon the expiration of any other provision contained in this Agreement, after giving effect Interest Period applicable to any Borrowing, or to any continuation or conversion of any LIBOR Loans, there Borrower shall not have timely failed to select a new Interest Period to be more than seven (7) different Interest Periods in effectapplicable to such LIBOR Loans or request to convert a LIBOR Loan into a Prime Rate Loan, Borrower shall be deemed to have elected for any such Credit Extensions, to convert such LIBOR Loans into Prime Rate Loans.

Conversion and Continuation Elections. (a) Subject to the last sentence of this Section 2.6(a), the The Borrower shall have the option to (i) request that any Revolving Loan be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $2,000,000. Any such election must be made by the Borrower by 2:00 p.m. (New York time) on the third 3rd Business Day prior to (1) the date of any proposed Revolving Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 p.m. (New York time) on the third 3rd Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted to a Base Rate LoanLoan at the end of its Interest Period. The Borrower must make such election by notice to Agent in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 2.6 1.6 or in a writing in any other form acceptable to Agent. No Loan shall be made, converted into or continued as a LIBOR Rate Loan, if (x) an Event the conditions to Loans and Letters of Default has occurred and is continuing Credit in Section 2.2 are not met at the time of such proposed conversion or continuation and Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determinationthereof. (b) Upon receipt of a Notice of Conversion/Continuation, Agent will promptly notify each Lender thereof. In addition, Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of LIBOR; provided that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than seven (7) different Interest Periods in effect.

Conversion and Continuation Elections. (a) Subject to the last sentence of this Section 2.6(a), the The Borrower shall have the option to (i) request that any Revolving Loan or Term Loan be made as a LIBOR Rate LIBORSOFR Loan, (ii) convert at any time all or any part of outstanding Revolving Loans (other than Swing Loans) or Term Loans from Base Rate Loans to LIBOR Rate LIBORSOFR Loans, (iii) convert any LIBOR Rate LIBORSOFR Loan to a Base Rate Loan, Loan (subject to Section 11.4 10.4) if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Revolving Loan or Term Loan as a LIBOR Rate LIBORSOFR Loan upon the expiration of the applicable Interest Period. For the avoidance of doubt, the Borrower shall not have the option to convert any Revolving Loans from LIBORSOFR Loans to Base Rate Loans prior to the expiration of the Interest Period applicable thereto. Any Term Loan or group of Term Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBORSOFR Loan must be in a minimum amount of $250,000. Any such election must be made by the Borrower by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to (1) the date of any proposed Revolving Loan which is to bear interest at LIBOR, LIBORSOFR (2) the end of each Interest Period with respect to any LIBOR Rate LIBORSOFR Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a LIBOR Rate LIBORSOFR Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a LIBOR Rate LIBORSOFR Loan by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate LIBORSOFR Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted to a Base Rate LoanLoan at the end of its Interest Period. The Borrower must make such election by notice to the Revolver Agent with respect to Revolving Loans and the Administrative Agent with respect to Term Loans in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 2.6 1.6 or in a writing in any other form acceptable to the Applicable Agent. No Revolving Loan or Term Loan shall be made, converted into or continued as a LIBOR Rate Loan, LIBORSOFR Loan if (x) an Event of Default has occurred and is continuing and the Applicable Agent or Required Lenders have determined by notice to the Borrower not to make or continue any Revolving Loans or Term Loan as a LIBOR Rate LIBORSOFR Loan as a result thereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determinationthereof. (b) Notwithstanding anything to the contrary, as of the 1st day of each month, the Borrower shall have the option to request that all Revolving Loans accrue interest as either a LIBORSOFR Loan or Base Rate Loan. For the avoidance of doubt, the Borrower shall not have the option to convert any Revolving Loans from LIBORSOFR Loans to Base Rate Loans, or vice versa, prior to the expiration of that month. Any such election must be made by the Borrower by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of each month. The Borrower must make such election by notice to the Revolver Agent with respect to Revolving Loans in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 1.6 or in a writing in any other form acceptable to the Applicable Agent. If no election is received with respect to the Revolving Loans by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of the month with respect thereto, such Revolving Loans shall continue to accrue interest as either LIBORSOFR Loans or Base Rate Loans, with LIBORSOFR or the Base Rate, as applicable, being adjusted to reflect the rate of the 1st Business Day of that month. (c) Upon receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Term Lender thereof or the Revolver Agent will promptly notify each Revolving Lender thereof, as the case may be. In addition, the Applicable Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of LIBORLIBORSOFR; provided provided, however, that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against any Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans or Term Loans held by each Lender with respect to which the notice was given. (cd) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than seven eight (7) 8) different Interest Periods in effect.

Conversion and Continuation Elections. (a) Subject to the last sentence of this Section 2.6(a), the The Borrower shall have the option to (i) request that any Revolving Loan be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $100,000 (and multiples of $50,000 in excess thereof). Any such election must be made by the Borrower by 2:00 p.m. on the third Business Day prior to (1) the date of any proposed Revolving Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 p.m. on the third 3rd Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted to a Base Rate LoanLoan at the end of its Interest Period. The Borrower must make such election by notice to Agent in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 2.6 1.6 or in a writing in any other form acceptable to Agent. No Loan shall be made, converted into or continued as a LIBOR Rate Loan, if (x) an Event of Default (other than any Specified Default) has occurred and is continuing and Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof thereof. Notwithstanding any other provision contained in this Agreement, any LIFO Revolving Loan that is made as a LIFO Revolving Loan or (y) Agent is converted to or Required Lenders are stayed by continued as a LIFO Revolving Loan, in each case during the Bankruptcy Code period commencing on January 1, 2021 and ending on March 31, 2021, may only have an Interest Period ending on the date that is one month from making the date such determinationLIFO Revolving Loan is made, converted or continued, as applicable. (b) Upon receipt of a Notice of Conversion/Continuation, Agent will promptly notify each Lender thereof. In addition, Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of LIBOR; provided provided, that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than seven (7) different Interest Periods in effect.

Conversion and Continuation Elections. (a) Subject to the last sentence of this Section 2.6(a), the The Borrower shall have the option to (i) request that any Revolving Loan or Term Loan be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Revolving Loans (other than Swing Loans) or Term Loans from Base Rate Loans to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, Loan (subject to Section 11.4 10.4) if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Revolving Loan or Term Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. For the avoidance of doubt, the Borrower shall not have the option to convert any Revolving Loans from LIBOR Loans to Base Rate Loans prior to the expiration of the Interest Period applicable thereto. Any Term Loan or group of Term Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $250,000. Any such election must be made by the Borrower by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to (1) the date of any proposed Revolving Loan which is to bear interest at LIBOR, LIBOR (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted to a Base Rate LoanLoan at the end of its Interest Period. The Borrower must make such election by notice to the Revolver Agent with respect to Revolving Loans and the Administrative Agent with respect to Term Loans in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 2.6 1.6 or in a writing in any other form acceptable to the Applicable Agent. No Revolving Loan or Term Loan shall be made, converted into or continued as a LIBOR Rate Loan, Loan if (x) an Event of Default has occurred and is continuing and the Applicable Agent or Required Lenders have determined by notice to the Borrower not to make or continue any Revolving Loans or Term Loan as a LIBOR Rate Loan as a result thereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determinationthereof. (b) Upon receipt of a Notice of Conversion/Continuation, Agent will promptly notify each Lender thereof. In addition, Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of LIBOR; provided that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than seven (7) different Interest Periods in effect.

Conversion and Continuation Elections. (a) Subject to the last sentence of this Section 2.6(a), the Borrower shall have the option to So long as (i) request that any Revolving Loan be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any such election must be made by the Borrower by 2:00 p.m. on the third Business Day prior to (1) the date of any proposed Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 p.m. on the third Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing exists; (ii) Borrower shall not have sent any notice of termination of this Agreement; and (yiii) otherwise be converted Borrower shall have complied with such customary procedures as Bank has established from time to a Base Rate Loan. The time for Borrower’s requests for LIBOR Credit Extensions, Borrower must make such election by may, upon irrevocable written notice to Agent in writingBank: (1) elect to convert on any Business Day, including by Electronic Transmission. In the case of Prime Rate Credit Extensions into LIBOR Credit Extensions; (2) elect to continue on any conversion or continuation, Interest Payment Date any LIBOR Credit Extensions maturing on such election must be made pursuant Interest Payment Date; or (3) elect to convert on any Interest Payment Date any LIBOR Credit Extensions maturing on such Interest Payment Date into Prime Rate Credit Extensions. (b) Borrower shall deliver a written notice (a “Notice of Conversion/Continuation”Continuation in accordance with Section 10 attached hereto as Exhibit D to be received by Bank prior to 12:00 p.m. Pacific time (i) substantially at least three (3) Business Days in advance of the form of Exhibit 2.6 Conversion Date or in a writing in Continuation Date, if any other form acceptable Credit Extensions are to Agent. No Loan shall be made, converted into or continued as a LIBOR Rate LoanCredit Extensions; and (ii) on the Conversion Date, if any Credit Extensions are to be converted into Prime Rate Credit Extensions, in each case specifying the: (x1) proposed Conversion Date or Continuation Date; (2) aggregate amount of the Credit Extensions to be converted or continued (which shall be in minimum amounts of $500,000); (3) nature of the proposed conversion or continuation; and (4) duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to any LIBOR Credit Extensions, Borrower shall have timely failed to select a new Interest Period to be applicable to such LIBOR Credit Extensions, Borrower shall be deemed to have elected for any such Dollar Credit Extensions, to convert such LIBOR Credit Extensions into Prime Rate Credit Extensions. (d) Any LIBOR Credit Extensions shall, at Bank’s option, convert into Prime Rate Credit Extensions in the event that (i) an Event of Default has occurred and is continuing and Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof shall exist, or (yii) Agent is the aggregate principal amount of the Prime Rate Credit Extensions which have been previously converted to LIBOR Credit Extensions, or Required Lenders are stayed 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 or Term Loan Amount, as applicable. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, charge the Bankruptcy Code from making such determinationDesignated Deposit Account or any other account Borrower maintains with Bank) any amounts required pursuant to Section 3.7(c). (be) Upon receipt of a Notice of Conversion/Continuation, Agent will promptly notify each Lender thereof. In addition, Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of LIBOR; provided that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against Agent. All conversions and continuations shall be made pro rata according Notwithstanding anything to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contrary contained in this Agreementherein, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there Bank shall not be more than seven (7) different Interest Periods required to purchase United States Dollar deposits in effectthe London 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) Subject to the last sentence of this Section 2.6(a), the The Borrower shall have the option to (i) request that any Revolving Loan be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $5,000,000. Any such election must be made by the Borrower by 2:00 p.m. (New York time) on the third Business Day prior to (1) the date of any proposed Revolving Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 p.m. (New York time) on the third Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted to a Base Rate LoanLoan at the end of its Interest Period. The Borrower must make such election by notice to Agent in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 2.6 1.6 or in a writing in any other form acceptable to Agent. No Loan shall be made, converted into or continued as a LIBOR Rate Loan, if (x) an Event the conditions to Loans and Letters of Default has occurred and is continuing Credit in Section 2.2 are not met at the time of such proposed conversion or continuation and Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determinationthereof. (b) Upon receipt of a Notice of Conversion/Continuation, Agent will promptly notify each Lender thereof. In addition, Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of LIBOR; provided that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than seven five (75) different Interest Periods in effect.

Conversion and Continuation Elections. (a) Subject to the last sentence of this Section 2.6(a), the The Borrower shall have the option to (i) request that any Revolving Loan (other than a Swing Loan) be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any LIBOR Rate Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $1,000,000 or any multiple of $500,000 in excess thereof. Any such election must be made by the Borrower by 2:00 p.m. 11:00 a.m. on the third (3) Business Day (four (4) Business Days with respect to LIBOR Rate Loans having an Interest Period other than one, two, three or six months in duration) prior to (1) the date of any proposed Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower in such election. If no election is received by Agent with respect to a LIBOR Rate Loan by 2:00 12:00 p.m. on the third (3) Business Day (four (4) Business Days with respect to LIBOR Rate Loans having an Interest Period other than one, two, three or six months in duration) prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted to a Base Rate LoanLoan at the end of its Interest Period. The Borrower must make such election by notice to Agent in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 2.6 1.6 or in a writing in any such other form as may be approved by Agent (including any form on an electronic platform or electronic transmission system as shall be approved by Agent), appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be given by (A) telephone, or (B) a Notice of Conversion/Continuation; provided that any telephone notice must be confirmed immediately by delivery to Agent of a Notice of Conversion/Continuation. If the Borrower wishes to request a conversion or continuation of a LIBOR Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by Agent not later than 11:00 a.m. four (4) Business Days prior to the requested date of such conversion or continuation, whereupon Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to Agentall of them. Not later US-DOCS\99983253.20 than 11:00 a.m. three (3) Business Days before the requested date of such conversion or continuation, Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. No Loan shall be made, converted into or continued as a LIBOR Rate Loan, if (x) an Event of Default has occurred and is continuing and Agent or continuing, without the consent of the Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determinationLenders. (b) Upon receipt of a Notice of Conversion/Continuation, Agent will promptly notify each Lender thereofthereof and if no timely notice of a conversion or continuation is provided by the Borrower, Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in Section 1.6(a). In addition, Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of LIBORLIBOR applicable to any Interest Period for LIBOR Rate Loans; provided that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than seven eight (7) 8) different Interest Periods in effect; provided that after the establishment of any new Class of Loans pursuant to an Extension, such number of Interest Periods shall increase by three (3) Interest Periods for each such new Class of Loans so established.

Conversion and Continuation Elections. (a) Subject to the last sentence of this Section 2.6(a), the The Borrower shall have the option to (i) request that any Revolving Loan be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iiiii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iviii) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $2,000,000. Any such election must be made by the Borrower by 2:00 p.m. (New York time) on the third 3rd Business Day prior to (1) the date of any proposed Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (32) the date on which the Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 p.m. (New York time) on the third 3rd Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted to a Base Rate LoanLoan at the end of its Interest Period. The Borrower must make such election by notice to Agent in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 2.6 1.5 or in a writing in any other form acceptable to Agent. No Loan shall be made, converted into or continued as a LIBOR Rate Loan, if (x) an Event of Default has occurred and is continuing and Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determinationthereof. (b) Upon receipt of a Notice of Conversion/Continuation, Agent will promptly notify each Lender thereof. In addition, Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of LIBOR; provided that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than seven (7) different Interest Periods in effect.

Conversion and Continuation Elections. (a) Subject to the last sentence of this Section 2.6(a), the Borrower shall have the option to (i) request that any Revolving Loan be made So long as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any such election must be made by the Borrower by 2:00 p.m. on the third Business Day prior to (1) the date of any proposed Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 p.m. on the third Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing or Default exists; (2) Borrower shall not have sent any notice of termination of this Agreement; and (y3) otherwise be converted Borrower shall have complied with such customary procedures as Bank has established from time to a Base Rate Loan. The time for Borrower’s requests for LIBOR Credit Extensions, Borrower must make such election by may, upon irrevocable written notice to Agent Bank: (i) elect to convert on any Business Day, Prime Rate Credit Extensions in writingan amount equal to $1,000,000 or any integral multiple of $1,000,000 in excess thereof into LIBOR Credit Extensions; (ii) elect to continue on any Interest Payment Date any LIBOR Credit Extensions maturing on such Interest Payment Date (or any part thereof in an amount equal to $1,000,000 or any integral multiple of $1,000,000 in excess thereof); provided, including that if the aggregate amount of LIBOR Credit Extensions shall have been reduced, by Electronic Transmission. In the case payment, prepayment, or conversion of any conversion or continuationpart thereof, to be less than $1,000,000, such election must be made pursuant LIBOR Credit Extensions shall automatically convert into Prime Rate Credit Extensions, and on and after such date the right of Borrower to continue such Credit Extensions as, and convert such Credit Extensions into, LIBOR Credit Extensions shall terminate; or (iii) elect to convert on any Interest Payment Date any LIBOR Credit Extensions maturing on such Interest Payment 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 Credit Extensions. (b) Borrower shall deliver a written notice (a “Notice of Conversion/Continuation”Continuation in accordance with Section 10 to be received by Bank prior to 12:00 p.m. Pacific time at least (i) substantially three (3) Business Days in advance of the form of Exhibit 2.6 Conversion Date or in a writing in Continuation Date, if any other form acceptable Credit Extensions are to Agent. No Loan shall be made, converted into or continued as a LIBOR Rate LoanCredit Extensions; and (ii) one (1) Business Day in advance of the Conversion Date, if any Credit Extensions are to be converted into Prime Rate Credit Extensions, in each case specifying the: (xi) proposed Conversion Date or Continuation Date; (ii) aggregate amount of the Credit Extensions to be converted or continued 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; (iii) nature of the proposed conversion or continuation; and (iv) duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to any LIBOR Credit Extensions, Borrower shall have timely failed to select a new Interest Period to be applicable to such LIBOR Credit Extensions, Borrower shall be deemed to have elected to convert such LIBOR Credit Extensions into Prime Rate Credit Extensions. (d) Any LIBOR Credit Extensions shall, at Bank’s option, convert into Prime Rate Credit Extensions in the event that (i) an Event of Default has occurred and is continuing and Agent or Required Lenders Default shall exist, or (ii) the aggregate principal amount of the Prime Rate Credit Extensions which have determined not been previously converted to make LIBOR Credit Extensions, or continue 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 Loan as a LIBOR Rate Loan 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 Bank) any amounts required to compensate Bank for any loss (including loss of anticipated profits), cost, or expense incurred by Bank, as a result thereof or (y) Agent is or Required Lenders are stayed by of the Bankruptcy Code from making such determinationconversion of LIBOR Credit Extensions to Prime Rate Credit Extensions pursuant to any of the foregoing. (be) Upon receipt of a Notice of Conversion/Continuation, Agent will promptly notify each Lender thereof. In addition, Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of LIBOR; provided that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against Agent. All conversions and continuations shall be made pro rata according Notwithstanding anything to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contrary contained in this Agreementherein, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there Bank shall not be more than seven (7) different Interest Periods required to purchase United States Dollar deposits in effectthe London 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) Subject to the last sentence of this Section 2.6(a), the Borrower shall have the option to So long as (i) request that any Revolving Loan be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any such election must be made by the Borrower by 2:00 p.m. on the third Business Day prior to (1) the date of any proposed Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 p.m. on the third Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing exists; (ii) Borrower shall not have sent any notice of termination of this Agreement; and (yiii) otherwise be converted Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Advances or LIBOR Loan, Borrower may, upon irrevocable written notice to Bank: (1) elect to convert on any Business Day, Prime Rate Advances into LIBOR Advances and a Base Prime Rate Loan into a LIBOR Loan; (2) elect to continue on any Interest Payment Date any LIBOR Advances or LIBOR Loan maturing on such Interest Payment Date; or (3) elect to convert on any Interest Payment Date any LIBOR Advances or LIBOR Loan maturing on such Interest Payment Date into Prime Rate Advances or a Prime Rate Loan. The , as applicable. (b) Borrower must make such election by notice to Agent in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to shall deliver a written notice (a “Notice of Conversion/Continuation”Continuation by electronic mail to be received by Bank prior to 12:00 p.m. Pacific time (i) substantially at least three (3) Business Days in advance of the form of Exhibit 2.6 Conversion Date or in a writing in Continuation Date, if any other form acceptable Advances and/or the Term Loan are to Agent. No Loan shall be made, converted into or continued as LIBOR Advances or LIBOR Loan, as applicable; and (ii) on the Conversion Date, if any Advances and/or the Term Loan are to be converted into Prime Rate Advances or a LIBOR Prime Rate Loan, as applicable, in each case specifying the: (1) proposed Conversion Date or Continuation Date; (2) aggregate amount of the Advances or Term Loan to be converted or continued; (3) nature of the proposed conversion or continuation; and (4) if the resulting Advance or Term Loan is to be a LIBOR Advance or LIBOR Loan, as applicable, the duration of the requested Interest Period. (xc) If upon the expiration of any Interest Period applicable to any LIBOR Advances or LIBOR Loan, Borrower shall have failed to timely select a new Interest Period to be applicable to such LIBOR Advances or LIBOR Loan or to request to convert a LIBOR Advance into a Prime Rate Advance or a LIBOR Loan into a Prime Rate Loan, Borrower shall be deemed to have elected to convert such LIBOR Advances or LIBOR Loan into Prime Rate Advances or a Prime Rate Loan, as applicable. (d) Any LIBOR Advances shall, at Bank’s option, convert into Prime Rate Advances in the event that (i) an Event of Default has occurred and is continuing and Agent exists, or Required Lenders (ii) the aggregate principal amount of the Prime Rate Advances which have determined not been previously converted to make LIBOR Advances, or continue the aggregate principal amount of existing LIBOR Advances continued, as the case may be, at the beginning of an Interest Period shall at any Loan as a LIBOR Rate Loan as a result thereof time during such Interest Period exceed the lesser of (x) the Revolving Line or (y) Agent is or Required Lenders are stayed the CMRR multiplied by the Bankruptcy Code from making such determinationAdvance Rate. A LIBOR Loan shall, at Bank’s option, convert into Prime Rate Loan in the event that an Event of Default exists. 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 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 or a LIBOR Loan to Prime Rate Advances or a Prime Rate Loan, as applicable, pursuant to this Section 3.5(d) as set forth in Section 3.6(c). (be) Upon receipt of a Notice of Conversion/Continuation, Agent will promptly notify each Lender thereof. In addition, Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of LIBOR; provided that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against Agent. All conversions and continuations shall be made pro rata according Notwithstanding anything to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contrary contained in this Agreementherein, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there Bank shall not be more than seven (7) different Interest Periods required to purchase Dollar deposits in effectthe London interbank market or other applicable LIBOR market to fund any LIBOR Advances or LIBOR Loan, but the provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund the LIBOR Advances or LIBOR Loan.

Conversion and Continuation Elections. (a) Subject to the last sentence of this Section 2.6(a), the The Borrower shall have the option to (i) request that any Revolving Loan be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $1,000,000. Any such election must be made by the Borrower by 2:00 p.m. (New York time) on the third 3rd Business Day prior to (1) the date of any proposed Revolving Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 p.m. (New York time) on the third 3rd Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted to a Base Rate LoanLoan at the end of its Interest Period. The Borrower must make such election by notice to Agent in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 2.6 1.6 or in a writing in any other form acceptable to Agent. No Loan shall be made, converted into or continued as a LIBOR Rate Loan, if (x) an Event of Default has occurred and is continuing and Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determinationthereof. (b) Upon receipt of a Notice of Conversion/Continuation, Agent will promptly notify each Lender thereof. In addition, Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of LIBOR; provided that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than seven (7) different Interest Periods in effect.

Conversion and Continuation Elections. (a) Subject Borrowers may upon irrevocable (subject to the last sentence of this subsection 11.2(c) and Section 2.6(a), the Borrower shall have the option 11.5) written notice to Lender in accordance with subsection 2.5(b) elect to (i) request that convert on any Revolving Business Day any Base Rate Loan be made as into a LIBOR Rate Loan, Loan or (ii) convert elect to continue on the last day of the applicable Interest Period any LIBOR Rate Loan having an Interest Period maturing on such day or (iii) elect to renew on the last day of the applicable Interest Period any LIBOR Rate Loan having an Interest Period maturing on such day, in each instance, in whole or in part in an amount not less than $500,000, or that is in an integral multiple of $50,000 in excess thereof. (b) Borrowers shall deliver a Notice of Conversion/Continuation to be received by Lender not later than 10:30 a.m. (Chicago time) at least three (3) Business Days in advance of the requested Conversion Date or continuation date, specifying: (i) the proposed Conversion Date or continuation date; (ii) the aggregate amount of Loans to be converted or renewed; and (iii) the duration of the requested Interest Period with respect to the Loans to be converted or continued as LIBOR Rate Loans. (c) If upon the expiration of any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans Interest Period applicable to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan Borrowers have failed to select timely a Base Rate Loan, subject to Section 11.4 if such conversion is made prior to the expiration of the new Interest Period to be applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any to such election must be made by the Borrower by 2:00 p.m. on the third Business Day prior to (1) the date of any proposed Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to or if any Incipient Default or Event of Default shall then exist, Borrowers shall be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 p.m. on the third Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted elected to a convert such LIBOR Rate Loans into Base Rate Loan. The Borrower must make Loans effective as of the expiration date of such election by notice to Agent in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 2.6 or in a writing in any other form acceptable to Agent. No Loan shall be made, converted into or continued as a LIBOR Rate Loan, if (x) an Event of Default has occurred and is continuing and Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determinationcurrent Interest Period. (bd) Upon receipt of a Notice of Conversion/Continuation, Agent will promptly notify each Lender thereof. In addition, Agent will, with reasonable promptness, notify the Borrower and the Lenders Borrowers of each determination of LIBORa LIBOR Rate; provided that any failure to do so shall not relieve the Borrower Borrowers of any liability hereunder or provide the basis for any claim against Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was givenLender. (ce) Unless Lender shall otherwise agree, during the existence of an Event of Default, Borrowers may not elect to have any Loan converted into or continued as a LIBOR Rate Loan. (f) Notwithstanding any other provision contained in this Agreement, after giving effect to any BorrowingAdvance, or to any continuation or conversion of any Loans, there shall not be more than seven five (75) different Interest Periods in effecteffect at any time.

Conversion and Continuation Elections. (a) Subject to the last sentence of this Section 2.6(a), the Borrower shall have the option to (i) request that any Revolving Loan be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) the Second Lien Term Loan from Base Rate Loans to LIBOR Rate Loans, (iiiii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iviii) continue all or any portion of any the Second Lien Term Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any portion of the Second Lien Term Loan having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $1,000,000 and integral multiples of $200,000 in excess of such amount. Any such election must be made by the Borrower by 2:00 1:00 p.m. (New York time) on the third Business Day prior to (1) the date of any proposed Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (32) the date on which the Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an a Interest Period designated by the Borrower in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 1:00 p.m. (New York time) on the third Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted to a Base Rate LoanLoan at the end of its Interest Period. The Borrower must make such election by notice to Agent in writing, including by Electronic Transmissionfax or overnight courier (or by telephone, to be confirmed in writing on such day). In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “"Notice of Conversion/Continuation”") substantially in the form of Exhibit 2.6 or in a writing in any other form acceptable to Agent1.6. No portion of the Second Lien Term Loan shall be made, converted into or continued as a LIBOR Rate Loan, if (x) an Event of Default has occurred and is continuing and Agent or Required Lenders have determined not to make convert or continue any portion of the Second Lien Term Loan as a LIBOR Rate Loan as a result thereof thereof. No portion of the Second Lien Term Loan may be made as or converted into a LIBOR Rate Loan until the earlier of (i) thirty (30) days after the Closing Date or (yii) Agent is or Required Lenders are stayed completion of primary syndication as determined by the Bankruptcy Code from making such determinationAgent. (b) 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 LIBOR; 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 pro rata according to the respective outstanding principal amounts of the Loans Second Lien Term Loan held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loansportion of the Second Lien Term Loan, there shall not be more than seven three (73) different Interest Periods in effect.

Conversion and Continuation Elections. (aA) Subject Upon irrevocable written notice to the last sentence of this Section 2.6(a)Agent, the Borrower shall have the option may: (1) elect to convert on any Business Day any Base Rate Loan (ior any part thereof) request that any Revolving Loan be made as in an amount not less than $100,000 or an integral multiple thereof into a LIBOR Rate Loan, Loan or; (ii2) elect to convert at on any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iii) convert Interest Payment Date any LIBOR Rate Loan to maturing on such Interest Payment Date (or any part thereof) in an amount not less than $100,000 or an integral multiple thereof into a Base Rate Loan, subject ; or (3) elect to Section 11.4 if such conversion is made prior to the expiration of the renew on any Interest Period applicable thereto, or (iv) continue all or Payment Date any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable maturing on such Interest Period. Any such election must be made by the Payment Date (or any part thereof) in an amount not less than $100,000 or an integral multiple thereof; (B) Borrower by 2:00 p.m. on the third Business Day prior to (1) the date of any proposed Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to shall deliver a LIBOR Rate Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 p.m. on the third Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted to a Base Rate Loan. The Borrower must make such election by notice to Agent in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”Continuation to be received by Agent not later than 2:00 p.m. Denver, Colorado time at least (x) substantially three Business Days in advance of the form of Exhibit 2.6 Conversion Date or in continuation date, if a writing in any other form acceptable Loan is to Agent. No Loan shall be made, converted into or continued as a LIBOR Rate Loan; and (y) the Business Day immediately preceding the Conversion Date, if the Loan is to be converted into a Base Rate Loan; specifying: (x1) an the proposed Conversion Date or continuation date, which shall be a Business Day; (2) the aggregate amount of the Revolver Loan(s) to be converted or renewed; (3) the nature of the proposed conversion or continuation; and (4) the duration of the requested Interest Period, if applicable. (C) If upon the expiration of any Interest Period applicable to any LIBOR Rate Loan, Borrower has failed to select timely a new Interest Period to be applicable to such LIBOR Rate Loan, or if any Unmatured Event of Default has occurred and is continuing and Agent or Required Lenders Event of Default shall then exist, Borrower shall be deemed to have determined not elected to make or continue any Loan as a convert such LIBOR Rate Loan into a Base Rate Loan effective as a result thereof or (y) Agent is or Required Lenders are stayed by of the Bankruptcy Code from making expiration date of such determinationcurrent Interest Period. (b) Upon receipt of a Notice of Conversion/Continuation, Agent will promptly notify each Lender thereof. In addition, Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of LIBOR; provided that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (cD) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, conversion or to any continuation or conversion of any LIBOR Rate Loans, there shall not be more than seven (7) six different Interest Periods in effect.

Conversion and Continuation Elections. (a) Subject to the last sentence of this Section 2.6(a), the The Borrower shall have the option to (i) request that any Revolving Loan be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iiiii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iviii) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $1,000,000. Any such election must be made by the Borrower by 2:00 p.m. (New York time) on the third 3rd Business Day prior to (1) the date of any proposed Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (32) the date on which the Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 p.m. (New York time) on the third 3rd Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted to a Base Rate LoanLoan at the end of its Interest Period. The Borrower must make such election by notice to Agent in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 2.6 1.6 or in a writing in any other form acceptable to Agent. No Loan shall be made, converted into or continued as a LIBOR Rate Loan, if (x) an Event of Default has occurred and is continuing and Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determinationthereof. (b) Upon receipt of a Notice of Conversion/Continuation, Agent will promptly notify each Lender thereof. In addition, Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of LIBOR; provided that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than seven (7) different Interest Periods in effect.

Conversion and Continuation Elections. (a) Subject to the last sentence of this Section 2.6(a), the The Borrower shall have the option to (i) request that any Revolving Loan be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Term Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Term Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any Term Loan or group of Term Loans under the same Tranche having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $2,500,000. Any such election must be made by the Borrower by 2:00 1:00 p.m. (New York time) on the third 3rd Business Day prior to (1) the date of any proposed Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (32) the date on which the Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 1:00 p.m. (New York time) on the third 3rd Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted to a Base Rate LoanLoan at the end of its Interest Period. The Borrower must make such election by notice to Agent in writing, including by Electronic TransmissionTransmission (or by telephone, to be confirmed in writing on such day). In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 2.6 1.5 or in a writing in any other form acceptable to Agent. No Term Loan shall be made, converted into or continued as a LIBOR Rate Loan, if (x) an Event of Default has occurred and is continuing and Agent or unless the Required Lenders have determined not to make permit the conversion of any Base Rate Loan into, or continue the continuation of any LIBOR Rate Loan as as, a LIBOR Rate Loan notwithstanding such Event of Default. No Term Loan may be made as or converted into a result thereof LIBOR Rate Loan until the earlier of (i) five (5) Business Days after the Closing Date or (yii) completion of primary syndication of the Initial Term Loan Commitments as determined by Agent is or Required and the Arrangers (and the resulting addition of such Persons as Lenders are stayed by the Bankruptcy Code from making such determinationhereunder). (b) Upon receipt of a Notice of Conversion/Continuation, Agent will promptly notify each Lender thereof. In addition, Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of LIBOR; provided that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Term Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Term Loans, there shall not be more than seven five (75) different Interest Periods in effecteffect at any one time.

Conversion and Continuation Elections. (a) Subject to the last sentence of this Section 2.6(a), the The Borrower shall have the option to (i) request that any Revolving Loan be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $5,000,000. Any such election must be made by the Borrower by 2:00 p.m. (New York time) on the third Business Day prior to (1) the date of any proposed Revolving Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 p.m. (New York time) on the third Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted to a Base Rate LoanLoan at the end of its Interest Period. The Borrower must make such election by notice to Agent in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 2.6 1.6 or in a writing in any other form acceptable to Agent. No Loan shall be made, converted into or continued as a LIBOR Rate Loan, if (x) an Event of Default has occurred and is continuing and Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof thereof. No Loan may be made as or converted into a LIBOR Rate Loan until the earlier of (i) twenty (20) days after the Closing Date or (yii) Agent is or Required Lenders are stayed completion of primary syndication as determined by the Bankruptcy Code from making such determinationAgent. (b) Upon receipt of a Notice of Conversion/Continuation, Agent will promptly notify each Lender thereof. In addition, Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of LIBOR; provided that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than seven ten (710) different Interest Periods in effect.

Conversion and Continuation Elections. (a) Subject to the last sentence of this Section 2.6(a), the Borrower The Issuer shall have the option to (i) request that any Revolving Loan the Initial Term Loans or the Incremental Term Loans be made as a LIBOR Rate LoanLoans, (ii) convert at any time all or any part of the outstanding Term Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iii) convert at any time all of the outstanding LIBOR Rate Loan Loans to a Base Rate LoanLoans, subject to Section 11.4 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan the outstanding Term Loans as a LIBOR Rate Loan Loans upon the expiration of the applicable Interest Period. Any such election must be made by the Borrower Issuer by 2:00 p.m. p.m. (1) on the Business Day prior to the date on which the Initial Term Loans or Incremental Term Loans are to be made, and (2) on the third Business Day prior to (1) the date of any proposed Loan which is to bear interest at LIBOR, (2i) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3ii) the date on which the Borrower Issuer wishes to convert any Base Rate Loan Loans to a LIBOR Rate Loan Loans for an Interest Period designated by the Borrower Issuer in such election. If no election is received with respect to a LIBOR Rate Loan Loans by 2:00 p.m. on the third Business Day prior to the end of the Interest Period with respect thereto, that the LIBOR Rate Loan Loans shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted to a Base Rate LoanLoans at the end of the applicable Interest Period. The Borrower Issuer must make such election by notice to Agent in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 2.6 1.6 or in a writing in any other form acceptable to Agentthe Required Purchasers. No Loan The Term Loans shall not be mademade as, converted into or continued as a LIBOR Rate Loan, Loans if (x) an Event of Default has occurred and is continuing and Agent or Required Lenders Purchasers have determined not to make or continue any Loan the Term Loans as a LIBOR Rate Loan Loans as a result thereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determinationthereof. (b) Upon receipt of a Notice of Conversion/Continuation, Agent will promptly notify each Lender Purchaser thereof. In addition, Agent and the Purchasers may act upon the basis of such Notice of Conversion/Continuation believed by Agent in good faith to be from the Issuer. Agent and the Purchasers shall have no duty to verify the authenticity of the signature appearing on any Notice of Conversion/Continuation. Agent will, with reasonable promptness, notify the Borrower Issuer and the Lenders Purchasers of each determination of LIBOR; provided provided, that any failure to do so shall not relieve the Borrower Issuer of any liability hereunder or provide the basis for any claim against Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than seven (7) different Interest Periods in effect.

Conversion and Continuation Elections. (a) Subject to the last sentence of this Section 2.6(a), the Borrower shall have the option to (i) request that any Revolving Loan be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $5,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by the Borrower by 2:00 1:00 p.m. (New York time) on the third 3rd Business Day prior to (1) the date of any proposed Revolving Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an a Interest Period designated by the Borrower in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 1:00 p.m. (New York time) on the third 3rd Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted to a Base Rate LoanLoan at the end of its Interest Period. The Borrower must make such election by notice to Agent in writing, including by Electronic Transmissionfax or overnight courier (or by telephone, to be confirmed in writing on such day). In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “"Notice of Conversion/Continuation”") substantially in the form of Exhibit 2.6 or in a writing in any other form acceptable to Agent1.6. No Loan shall be made, converted into or continued as a LIBOR Rate Loan, if (x) an Event of Default has occurred and is continuing and Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determinationthereof. (b) 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 LIBOR; 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 pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than seven (7) different Interest Periods in effect.

Conversion and Continuation Elections. (a) Subject to the last sentence of this Section 2.6(a), the Borrower The Borrowers shall have the option to (i) request that any Revolving Loan be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $1,000,000. Any such election must be made by the Borrower Representative by 2:00 p.m. (New York time) on the third 3rd Business Day prior to (1) the date of any proposed Revolving Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes Borrowers wish to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower Representative in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 p.m. (New York time) on the third 3rd Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted to a Base Rate LoanLoan at the end of its Interest Period. The Borrower Representative must make such election by notice to Agent in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 2.6 1.6 or in a writing in any other form acceptable to Agent. No Loan shall be made, converted into or continued at the end of the applicable Interest Period as a LIBOR Rate Loan, if (x) an Event the conditions to Loans and Letters of Default has occurred and is continuing Credit in Section 2.2 are not met at the time of such proposed conversion or continuation and Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determinationthereof. (b) Upon receipt of a Notice of Conversion/Continuation, Agent will promptly notify each Lender thereof. In addition, Agent will, with reasonable promptness, notify the Borrower Representative and the Lenders of each determination of LIBOR; provided that any failure to do so shall not relieve the any Borrower of any liability hereunder or provide the basis for any claim against Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than seven (7) different Interest Periods in effect.

Conversion and Continuation Elections. (a) Subject to the last sentence of this Section 2.6(a), the Borrower Borrowers shall have the option to (i) request that any Revolving Loan be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $1,000,000 and integral multiples of $100,000 in excess of such amount. Any such election must be made by the Borrower Representative by 2:00 p.m. (New York time) on the third 3rd Business Day prior to (1) the date of any proposed Revolving Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes Borrowers wish to convert any Base Rate Loan to a LIBOR Rate Loan for an a Interest Period designated by the Borrower Representative in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 p.m. (New York time) on the third 3rd Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted to a Base Rate LoanLoan at the end of its Interest Period. The Borrower Representative must make such election by notice to the Agent in writing, including by fax or overnight courier (or by telephone, to be confirmed in writing on such day) or Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 2.6 or in a writing in any other form acceptable to Agent1.6. No Loan shall be made, converted into or continued as a LIBOR Rate Loan, if (x) an Event of Default has occurred and is continuing and the Agent or the Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof thereof. No Loan may be made as or (y) Agent is or Required Lenders are stayed by converted into a LIBOR Rate Loan until 15 days after the Bankruptcy Code from making such determinationClosing Date. (b) 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 Representative and the Lenders of each determination of LIBOR; provided that any failure to do so shall not relieve the any Borrower of any liability hereunder or provide the basis for any claim against the Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than seven ten (710) different Interest Periods in effect.

Conversion and Continuation Elections. (a) Subject to the last sentence of this Section 2.6(a), the The Borrower shall have the option to (i) request that any Revolving Loan (other than a Swing Loan) be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any LIBOR Rate Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $1,000,000 or any multiple of $500,000 in excess thereof. Any such election must be made by the Borrower by 2:00 p.m. 11:00 a.m. on the third (3) Business Day (four (4) Business Days with respect to LIBOR Rate Loans having an Interest Period other than one, two, three or six months in duration) prior to (1) the date of any proposed Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower in such election. If no election is received by Agent with respect to a LIBOR Rate Loan by 2:00 12:00 p.m. on the third (3) Business Day (four (4) Business Days with respect to LIBOR Rate Loans having an Interest Period other than one, two, three or six months in duration) prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted to a Base Rate LoanLoan at the end of its Interest Period. The Borrower must make such election by notice to Agent in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 2.6 1.6 or in a writing in any such other form as may be approved by Agent (including any form on an electronic platform or electronic transmission system as shall be approved by Agent), appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be given by (A) telephone, or (B) a Notice of Conversion/Continuation; provided that any telephone notice must be confirmed immediately by delivery to Agent of a Notice of Conversion/Continuation. If the Borrower wishes to request a conversion or continuation of a LIBOR Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by Agent not later than 11:00 a.m. four (4) Business Days prior to the requested date of such conversion or continuation, whereupon Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to Agentall of them. Not later than 11:00 a.m. three (3) Business Days before the requested date of such conversion or continuation, Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. No Loan shall be made, converted into or continued as a LIBOR Rate Loan, if (x) an Event of Default has occurred and is continuing and Agent or continuing, without the consent of the Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determinationLenders. (b) Upon receipt of a Notice of Conversion/Continuation, Agent will promptly notify each Lender thereofthereof and if no timely notice of a conversion or continuation is provided by the Borrower, Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in Section 1.6(a). In addition, Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of LIBORLIBOR applicable to any Interest Period for LIBOR Rate Loans; provided that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than seven eight (7) 8) different Interest Periods in effect; provided that after the establishment of any new Class of Loans pursuant to an Extension, such number of Interest Periods shall increase by three (3) Interest Periods for each such new Class of Loans so established.

Conversion and Continuation Elections. (a) Subject to the last sentence of this Section 2.6(a), the Borrower The Borrowers shall have the option to (i) request that any Revolving Loan be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $1,000,000. Any such election must be made by the Borrower Representative by 2:00 p.m. (New York time) on the third 3rd Business Day prior to (1) the date of any proposed Revolving Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes Borrowers wish to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower Representative in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 p.m. (New York time) on the third 3rd Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted to a Base Rate LoanLoan at the end of its Interest Period. The Borrower Representative must make such election by notice to Agent in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 2.6 1.6 or in a writing in any other form acceptable to Agent. No Loan shall be made, converted into or continued at the end of the applicable Interest Period as a LIBOR Rate Loan, if (x) an Event the conditions to Loans and Letters of Default has occurred and is continuing Credit in Section 2.2 are not met at the time of such proposed Table of Contents conversion or continuation and Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determinationthereof. (b) Upon receipt of a Notice of Conversion/Continuation, Agent will promptly notify each Lender thereof. In addition, Agent will, with reasonable promptness, notify the Borrower Representative and the Lenders of each determination of LIBOR; provided that any failure to do so shall not relieve the any Borrower of any liability hereunder or provide the basis for any claim against Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than seven (7) different Interest Periods in effect.

Conversion and Continuation Elections. (a) Subject to the last sentence of this Section 2.6(a), the Borrower shall have the option to (i) request that any Revolving Loan be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $1,000,000 and integral multiples of $200,000 in excess of such amount. Any such election must be made by the Borrower by 2:00 1:00 p.m. (New York time) on the third Business Day prior to (1) the date of any proposed Revolving Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an a Interest Period designated by the Borrower in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 1:00 p.m. (New York time) on the third Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted to a Base Rate LoanLoan at the end of its Interest Period. The Borrower must make such election by notice to Agent in writing, including by Electronic Transmissionfax or overnight courier (or by telephone, to be confirmed in writing on such day). In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “"Notice of Conversion/Continuation”") substantially in the form of Exhibit 2.6 or in a writing in any other form acceptable to Agent1.6. No Loan shall be made, converted into or continued as a LIBOR Rate Loan, if (x) an Event of Default has occurred and is continuing and Agent or Required Lenders have determined not to make make, convert or continue any Loan as a LIBOR Rate Loan as a result thereof thereof. No Loan may be made as or converted into a LIBOR Rate Loan until the earlier of (i) thirty (30) days after the Closing Date or (yii) Agent is or Required Lenders are stayed completion of primary syndication as determined by the Bankruptcy Code from making such determinationAgent. (b) 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 LIBOR; 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 pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than seven five (75) different Interest Periods in effect.

Conversion and Continuation Elections. (a) Subject to the last sentence of this Section 2.6(a), the Borrower shall have the option to So long as (i) request that any Revolving Loan be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any such election must be made by the Borrower by 2:00 p.m. on the third Business Day prior to (1) the date of any proposed Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 p.m. on the third Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing or Default exists; (ii) Borrower shall not have sent any notice of termination of the Loan Agreement; and (yiii) otherwise be converted Borrower shall have complied with such customary and reasonable procedures as Bank has established from time to a Base Rate Loan. The time for Borrower’s requests for LIBOR Advances, Borrower must make such election by may, upon irrevocable written notice to Agent in writingBank: (1) elect to convert on any Business Day, including by Electronic Transmission. In the case of Prime Rate Advances into LIBOR Advances; (2) elect to continue on any conversion or continuation, Interest Payment Date any LIBOR Advances maturing on such election must be made pursuant Interest Payment Date; or (3) elect to convert on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date into Prime Rate Advances. (b) Borrower shall deliver a written notice (a “Notice of Conversion/Continuation”Continuation to be received by Bank prior to 12:00 p.m. Pacific time (i) substantially at least three (3) Business Days in advance of the form of Exhibit 2.6 Conversion Date or in a writing in Continuation Date, if any other form acceptable Advances are to Agent. No Loan shall be made, converted into or continued as a LIBOR Rate LoanAdvances; and (ii) on the Conversion Date, if any Advances are to be converted into Prime Rate Advances, in each case specifying the: (x1) proposed Conversion Date or Continuation Date; (2) aggregate amount of the Advances to be converted or continued; (3) nature of the proposed conversion or continuation; and (4) duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to any LIBOR Advances, Borrower shall have failed to timely select a new Interest Period to be applicable to such LIBOR Advances, Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances. (d) Any LIBOR Advances shall, at Bank’s option, convert into Prime Rate Advances in the event that (i) an Event of Default has occurred and is continuing and Agent or Required Lenders Default shall exist, or (ii) the aggregate principal amount of the Prime Rate Advances which have determined not been previously converted to make LIBOR Advances, or continue the aggregate principal amount of existing LIBOR Advances continued, as the case may be, at the beginning of an Interest Period shall at any Loan as a LIBOR Rate Loan 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 Bank) any amounts required to compensate Bank for any loss (including loss of anticipated profits), cost, or expense incurred by Bank, as a result thereof or (y) Agent is or Required Lenders are stayed by of the Bankruptcy Code from making such determinationconversion of LIBOR Advances to Prime Rate Advances pursuant to any of the foregoing. (be) Upon receipt of a Notice of Conversion/Continuation, Agent will promptly notify each Lender thereof. In addition, Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of LIBOR; provided that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against Agent. All conversions and continuations shall be made pro rata according Notwithstanding anything to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contrary contained in this Agreementherein, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there Bank shall not be more than seven (7) different Interest Periods required to purchase United States Dollar deposits in effectthe London 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) Subject to the last sentence of this Section 2.6(a), the Borrower shall have the option to So long as (i) request that any Revolving Loan be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any such election must be made by the Borrower by 2:00 p.m. on the third Business Day prior to (1) the date of any proposed Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 p.m. on the third Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing exists; (ii) Borrower shall not have sent any notice of termination of this Agreement; and (yiii) otherwise be converted Borrower shall have complied with such customary procedures as Bank has established from time to a Base Rate Loan. The time for Borrower’s requests for LIBOR Loans, Borrower must make such election by may, upon irrevocable written notice to Agent in writingBank: (1) elect to convert on any Business Day, including by Electronic Transmission. In the case of Prime Rate Loans into LIBOR Loans; (2) elect to continue on any conversion or continuation, Interest Payment Date any LIBOR Loans maturing on such election must be made pursuant Interest Payment Date; or (3) elect to convert on any Interest Payment Date any LIBOR Loans maturing on such Interest Payment Date into Prime Rate Loans. (b) Borrower shall deliver a written notice (a “Notice of Conversion/Continuation”Continuation by electronic mail to be received by Bank prior to 12:00 noon Eastern time (i) substantially at least three (3) Business Days in advance of the form of Exhibit 2.6 Conversion Date or in a writing in Continuation Date, if any other form acceptable Credit Extensions are to Agent. No Loan shall be made, converted into or continued as LIBOR Loans; and (ii) on the Conversion Date, if any Credit Extensions are to be converted into Prime Rate Loans, in each case specifying the: (1) proposed Conversion Date or Continuation Date; (2) aggregate amount of the Credit Extensions to be converted or continued; (3) nature of the proposed conversion or continuation; and (4) if the resulting Credit Extension is to be a LIBOR Rate Loan, if (x) an Event of Default has occurred and is continuing and Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determination. (b) Upon receipt of a Notice of Conversion/Continuation, Agent will promptly notify each Lender thereof. In addition, Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of LIBOR; provided that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts duration of the Loans held by each Lender with respect to which the notice was givenrequested Interest Period. (c) Notwithstanding If upon the expiration of any Interest Period applicable to any LIBOR Loans, Borrower shall have timely failed to select a new Interest Period to be applicable to such LIBOR Loans or request to convert a LIBOR Loan into a Prime Rate Loan, Borrower shall be deemed to have elected for any such Credit Extensions, to convert such LIBOR Loans into Prime Rate Loans. (d) Any LIBOR Loans shall, at Bank’s option, convert into Prime Rate Loans in the event that an Event of Default exists. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit the Designated Deposit Account or any other provision contained in this Agreementaccount Borrower maintains with Bank) any amounts required to compensate Bank for any loss (including loss of anticipated profits), after giving effect to any Borrowingcost, or to any continuation or expense incurred by Bank, as a result of the conversion of any LoansLIBOR Loans to Prime Rate Loans pursuant to this Section 3.5(d). (e) Notwithstanding anything to the contrary contained herein, there Bank shall not be more than seven (7) different Interest Periods required to purchase Dollar deposits in effectthe London interbank market or other applicable LIBOR market to fund any LIBOR Loans, but the provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund the LIBOR Loans.

Conversion and Continuation Elections. (a) Subject to the last sentence of this Section 2.6(a), the The Borrower shall have the option to (i) request that any Revolving Loan be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $1.0 million. Any such election must be made by the Borrower by 2:00 p.m. (New York time) on the third Business Day prior to (1) the date of any proposed Revolving Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 p.m. (New York time) on the third Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted to a Base Rate LoanLoan at the end of its Interest Period. The Borrower must make such election by notice to Agent in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 2.6 1.6 or in a writing in any other form acceptable to Agent. No Loan shall be made, converted into or continued as a LIBOR Rate Loan, if (x) an Event the conditions to Loans and Letters of Default has occurred and is continuing Credit in Section 2.2 are not met at the time of such proposed conversion or continuation and Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determinationthereof. (b) Upon receipt of a Notice of Conversion/Continuation, Agent will promptly notify each Lender thereof. In addition, Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of LIBOR; provided that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than seven nine (79) different Interest Periods in effect.

Conversion and Continuation Elections. (a) Subject to the last sentence of this Section 2.6(a), the Borrower The Borrowers shall have the option to (i) request that any Revolving Loan be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Revolving Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $5,000,000. Any such election must be made by the Borrower Representative by 2:00 p.m. on the third 3rd Business Day prior to (1) the date of any proposed Revolving Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes Borrowers wish to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower Representative in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 p.m. on the third 3rd Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted to a Base Rate LoanLoan at the end of its Interest Period. The Borrower Representative must make such election by notice to Agent in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 2.6 1.6 or in a writing in any other form acceptable to Agent. No Loan shall be made, converted into or continued as a LIBOR Rate Loan, if (x) an Event the conditions to Loans in Section 2.2 are not met at the time of Default has occurred and is continuing such proposed conversion or continuation and Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof thereof. Notwithstanding anything to the contrary contained herein or in any other Loan Document, until the Syndication Termination Date, no Revolving Loan made as a LIBOR Rate Loan shall have an Interest Period greater than one (y1) Agent is month. For the avoidance of doubt, the Borrowers hereby acknowledge and agree that if, at any time on or Required Lenders are stayed by prior to the Bankruptcy Code from making Syndication Termination Date, any LIBOR Rate Loan must be prepaid or converted (in whole or in part) in connection with the syndication of the credit facilities provided hereunder on a day other than the last day of the Interest Period therefor, then such determinationprepayment or conversion shall be subject to, and the Borrowers shall be required to pay any amounts required pursuant to, Section 10.4. (b) Upon receipt of a Notice of Conversion/Continuation, Agent will promptly notify each Lender thereof. In addition, Agent will, with reasonable promptness, notify the Borrower Representative and the Lenders of each determination of LIBOR; provided that any failure to do so shall not relieve the any Borrower of any liability hereunder or provide the basis for any claim against Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than seven (7) different Interest Periods in effect.

Conversion and Continuation Elections. (a) Subject to the last sentence of this Section 2.6(a)Other than as respects Fixed Rate Loans, the Borrower Borrowing Representative shall have the option to (ia) request that any Revolving Loan be made as a LIBOR Rate Loan, (iib) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iiic) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 3.12 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (ivd) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $1,000,000. Any such election must be made by the Borrower Borrowing Representative by 2:00 p.m. on the third second Business Day prior to (1) the date of any proposed Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes Borrowers wish to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower Borrowing Representative in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 p.m. on the third second Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted to a Base Rate LoanLoan at the end of its Interest Period. The Borrower Borrowing Representative must make such election by notice to Agent in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of attached hereto as Exhibit 2.6 or in a writing in any other form acceptable to Agent. G. No Loan shall be made, converted into or continued as a LIBOR Rate Loan, if (x) an Event the conditions to Loans and Letters of Default has occurred and is continuing Credit in Section 6.2 are not met at the time of such proposed conversion or continuation and Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determination. (b) Upon receipt of a Notice of Conversion/Continuation, Agent will promptly notify each Lender thereof. In addition, Agent will, with reasonable promptness, notify the Borrower Borrowing Representative and the Lenders of each determination of LIBORthe LIBOR Rate; provided that any failure to do so shall not relieve the any Borrower of any liability hereunder or provide the basis for any claim against Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than seven (7) different Interest Periods in effect.

Conversion and Continuation Elections. (a) Subject to the last sentence of this Section 2.6(a), the Borrower shall have the option to So long as (i) request that any Revolving Loan be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 11.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any such election must be made by the Borrower by 2:00 p.m. on the third Business Day prior to (1) the date of any proposed Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a LIBOR Rate Loan by 2:00 p.m. on the third Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing exists; (ii) Borrower shall not have sent any notice of termination of this Agreement; and (yiii) otherwise be converted Borrower shall have complied with such customary procedures as Bank has established from time to a Base Rate Loan. The time for Borrower’s requests for LIBOR Loans, Borrower must make such election by may, upon irrevocable written notice to Agent in writingBank: (i) elect to convert on any Business Day, including by Electronic Transmission. In the case of Prime Rate Loans into LIBOR Loans; (ii) elect to continue on any conversion or continuation, Interest Payment Date any LIBOR Loans maturing on such election must be made pursuant Interest Payment Date; or (iii) elect to convert on any Interest Payment Date any LIBOR Loans maturing on such Interest Payment Date into Prime Rate Loans. (b) Borrower shall deliver a written notice (a “Notice of Conversion/Continuation”Continuation in accordance with Section 10 to be received by Bank prior to 12:00 p.m. Pacific time (i) substantially at least three (3) Business Days in advance of the form of Exhibit 2.6 Conversion Date or in a writing in Continuation Date, if any other form acceptable Loans are to Agent. No Loan shall be made, converted into or continued as a LIBOR Rate LoanLoans; and (ii) on the Conversion Date, if any Loans are to be converted into Prime Rate Loans, in each case specifying the: (xi) proposed Conversion Date or Continuation Date; (ii) aggregate amount of the Loans to be converted or continued; (iii) nature of the proposed conversion or continuation; and (iv) duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to any LIBOR Loans, Borrower shall have timely failed to select a new Interest Period to be applicable to such LIBOR Loans, Borrower shall be deemed to have elected to convert such LIBOR Loans into Prime Rate Loans. (d) Any LIBOR Loans shall, at Bank’s option, convert into Prime Rate Loans in the event that (i) an Event of Default has occurred and is continuing and Agent shall exist, or Required Lenders (ii) the aggregate principal amount of Advances that are Prime Rate Loans which have determined not been previously converted to make LIBOR Loans, or continue the aggregate principal amount of existing Advances that are LIBOR Loans continued, as the case may be, at the beginning of an Interest Period shall at any Loan as a LIBOR Rate Loan 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 Bank) any amounts required to compensate Bank for any loss (including loss of anticipated profits), cost, or expense incurred by Bank, as a result thereof or (y) Agent is or Required Lenders are stayed by of the Bankruptcy Code from making such determinationconversion of LIBOR Loans to Prime Rate Loans pursuant to this Section 3.6(d). (be) Upon receipt of a Notice of Conversion/Continuation, Agent will promptly notify each Lender thereof. In addition, Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of LIBOR; provided that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against Agent. All conversions and continuations shall be made pro rata according Notwithstanding anything to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contrary contained in this Agreementherein, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there Bank shall not be more than seven (7) different Interest Periods required to purchase United States Dollar deposits in effectthe London interbank market or other applicable LIBOR market to fund any LIBOR Loans, but the provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund the LIBOR Loans.