Common use of Conversion and Continuation Elections Clause in Contracts

Conversion and Continuation Elections. (a) The Borrower may, upon irrevocable written notice to the Agent in accordance with this Section 2.5: (i) elect, as of any Business Day, in the case of Base Rate Loans or Federal Funds Rate Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of Loan, to convert any such Loan (or any part thereof in an amount not less than $10,000,000), into Loans of any other Type; or (ii) elect as of the last day of the applicable Interest Period, to continue any Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $10,000,000); provided, that if at any time the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,000, such Eurodollar Rate Loans shall automatically convert into Base Rate Loans. (b) The Borrower shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 10:00 a.m. San Francisco time for a Eurodollar Rate Loan, and not later than 11:00 a.m. San Francisco time for a Base Rate Loan or a Federal Funds Rate Loan, at least (i) three Business Days in advance of the Conversion/Continuation Date, as to any Loan that is to be converted into or continued as a Eurodollar Rate Loan; and (ii) the same Business Day as the Conversion/Continuation Date, as to any Loan that is to be converted into a Base Rate Loan or Federal Funds Rate Loan, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of the Loan or Loans to be converted or renewed; (C) the Type of Loan or Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans or Federal Funds Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Eurodollar Rate Loans, the Borrower has failed to select timely a new Interest Period to be applicable to such Eurodollar Rate Loans, or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such Eurodollar Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Borrower, the Agent will promptly notify each Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each Lender. (e) Unless the Required Lenders otherwise agree, during the existence of a Default or Event of Default, the Borrower may not elect to have a Loan converted into or continued as a Eurodollar Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than ten (10) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower maymay as to its Loans, upon irrevocable written notice or telephonic notice confirmed in writing within 24 hours to the Agent in accordance with this Section 2.5:2.4(b): (i) elect, as of any Business Day, in the case of Base Rate Loans or Federal Funds Rate Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of LoanLoans, to convert any such Loan Loans (or any part thereof in an amount that is not less than $10,000,000), 1,000,000 or an integral multiple of $1,000,000 in excess thereof) into Loans of any other Type; or (ii) elect elect, as of the last day of the applicable Interest Period, to continue any Loans having Interest Periods expiring on such day (or any part thereof in an amount that is not less than $10,000,0001,000,000 or an integral multiple of $1,000,000 in excess thereof); providedprovided that, that if at any time the aggregate amount of Eurodollar Offshore Rate Loans in respect of any Borrowing is reduced, reduced by payment, prepayment, prepayment or conversion of part thereof to be less than $10,000,0001,000,000, such Eurodollar Offshore Rate Loans shall automatically convert into Base Federal Funds Rate Loans, and on and after such date, the right of the Borrower to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate. Notwithstanding anything to the contrary, no Loan shall be outstanding for a period of more than sixty (60) days, and there shall be no more than three Interest Periods in respect of an Offshore Rate Loan with respect to each Borrower. (b) The relevant Borrower shall deliver a Notice of Conversion/Continuation Notice as to its Loans to be received by the Agent not later than 10:00 9:00 a.m. (San Francisco time for a Eurodollar Rate Loan, and not later than 11:00 a.m. San Francisco time for a Base Rate Loan or a Federal Funds Rate Loan, time) at least (i) three Business Days in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into or continued as a Eurodollar Offshore Rate Loan; Loans, and (ii) the same Business Day as on the Conversion/Continuation Date, as to any Loan that is if the Loans are to be continued or converted into a Base Rate Loan or Federal Funds Rate LoanLoans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of the Loan or Loans to be converted or renewedcontinued; (C) the Type of Loan or Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans or Federal Funds Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Eurodollar Rate Loans, the Borrower has failed to select timely a new Interest Period to be applicable to such Eurodollar Rate Loans, or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such Eurodollar Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Borrower, the Agent will promptly notify each Lender of the details of any automatic conversionContinuation Notice. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each LenderBank. (e) Unless the Required Lenders otherwise agree, during the existence of a Default or Event of Default, the Borrower may not elect to have a Loan converted into or continued as a Eurodollar Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than ten (10) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower may, upon irrevocable written notice or telephonic notice confirmed in writing within 24 hours to the Agent in accordance with this Section 2.5:2.4(b): (i) elect, as of any Business Day, in the case of Base Rate Loans or Federal Funds Rate Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of LoanLoans, to convert any such Loan Loans (or any part thereof in an amount that is not less than $10,000,000), 1,000,000 or an integral multiple of $1,000,000 in excess thereof) into Loans of any other Type; or (ii) elect elect, as of the last day of the applicable Interest Period, to continue any Loans having Interest Periods expiring on such day (or any part thereof in an amount that is not less than $10,000,0001,000,000 or an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Eurodollar Offshore Rate Loans in respect of any Borrowing is reduced, reduced by payment, prepayment, prepayment or conversion of part thereof to be less than $10,000,0001,000,000, such Eurodollar Offshore Rate Loans shall automatically convert into Base Federal Funds Rate Loans, and on and after such date, the right of the Borrower to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate. Notwithstanding anything to the contrary, no Loan shall be outstanding for a period of more than sixty (60) days, and there shall be no more than three Interest Periods in respect of an Offshore Rate Loan. (b) The Borrower shall deliver a Notice of Conversion/Continuation Notice to be received by the Agent not later than 10:00 9:00 a.m. (San Francisco time for a Eurodollar Rate Loan, and not later than 11:00 a.m. San Francisco time for a Base Rate Loan or a Federal Funds Rate Loan, time) at least (i) three Business Days in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into or continued as a Eurodollar Offshore Rate Loan; Loans, and (ii) the same Business Day as on the Conversion/Continuation Date, as to any Loan that is if the Loans are to be continued or converted into a Base Rate Loan or Federal Funds Rate LoanLoans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of the Loan or Loans to be converted or renewedcontinued; (C) the Type of Loan or Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans or Federal Funds Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Eurodollar Rate Loans, the Borrower has failed to select timely a new Interest Period to be applicable to such Eurodollar Rate Loans, or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such Eurodollar Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Borrower, the Agent will promptly notify each Lender of the details of any automatic conversionContinuation Notice. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each LenderBank. (ed) Unless the Required Lenders Majority Banks otherwise agree, during the existence of a Default or Event of Default, the Borrower may not elect to have a Loan converted into or continued as a Eurodollar an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than ten (10) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower may, upon irrevocable written notice to the Agent in accordance with this Section 2.5Administrative Agent: (i) elect, as of elect to convert on any Business Day, in the case of Base Rate Loans in an amount equal to $1,000,000 (or Federal Funds any integral multiple of $100,000 in excess thereof) into Eurodollar Loans; or (ii) elect to convert on any Interest Payment Date any Eurodollar Loans maturing on such Interest Payment Date (or any part thereof) into Base Rate Loans, or as of the last day of the applicable ; or (iii) elect to continue on any Interest Period, in the case of Payment Date any other Type of Loan, to convert any Eurodollar Loans maturing on such Loan Interest Payment Date (or any part thereof in an amount not less than equal to $10,000,000), into Loans of any other Type; or (ii) elect as of the last day of the applicable Interest Period, to continue any Loans having Interest Periods expiring on such day (1,000,000 or any part thereof integral multiple of $100,000 in an amount not less than $10,000,000)excess thereof) as Eurodollar Loans; provided, that if at any time the aggregate amount of Eurodollar Rate Investment Capital Loans in respect of any Borrowing is reduced, or Eurodollar Working Capital Loans shall have been reduced by payment, prepayment, or conversion of any part thereof thereof, to be less than $10,000,0001,000,000, such Eurodollar Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of Borrower to continue such Loans as, and convert such Loans into, Eurodollar Loans shall terminate. (b) The Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent by facsimile to be received by the Administrative Agent not later than 10:00 a.m. San Francisco prior to 1:00 p.m. New York time for a Eurodollar Rate Loan, and not later than 11:00 a.m. San Francisco time for a Base Rate Loan or a Federal Funds Rate Loan, at least (i) three prior to the Commitment Fee Inception Date, 4 Business Days in advance of the Conversion/Conversion Date or Continuation Date, as to and on or after the Commitment Fee Inception Date, 3 Business Days in advance of the Conversion Date or Continuation Date, if any Loan that is Loans are to be converted into or continued as a Eurodollar Rate LoanLoans; and (ii) the same one Business Day as in advance of the Conversion/Conversion Date or Continuation Date, as to if any Loan that is Loans are to be converted into a Base Rate Loan or Federal Funds Rate Loan, Loans; specifying: : (A) the proposed Conversion/Conversion Date or Continuation Date; ; (B) the aggregate amount of the Loan or Loans to be converted or renewed; (C) the Type of Loan or Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans or Federal Funds Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Eurodollar Rate Loans, the Borrower has failed to select timely a new Interest Period to be applicable to such Eurodollar Rate Loans, or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such Eurodollar Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Borrower, the Agent will promptly notify each Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each Lender. (e) Unless the Required Lenders otherwise agree, during the existence of a Default or Event of Default, the Borrower may not elect to have a Loan converted into or continued as a Eurodollar Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than ten (10) different Interest Periods in effect.the

Conversion and Continuation Elections. (a) The Borrower Company may, upon irrevocable written or telephonic notice (promptly confirmed in writing, if telephonic) to the Agent in accordance with this Section 2.5:subsection 2.4(b): (i) elect, as of any Business Day, in the case of Base Rate Loans or Federal Funds Rate Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of LoanEurodollar Rate Loans, to convert any such Loan Loans (or any part thereof in an amount not less than $10,000,000)5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of any other Type; or (ii) elect elect, as of the last day of the applicable Interest Period, to continue any Eurodollar Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $10,000,0005,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,0001,000,000, such Eurodollar Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Eurodollar Rate Loans shall terminate. (b) The Borrower Company shall deliver a Notice of Conversion/Continuation give written or telephonic notice to be received by the Agent not later than 10:00 9:00 a.m. San Francisco time for a Eurodollar Rate Loan, and not later than 11:00 a.m. San Francisco time for a Base Rate Loan or a Federal Funds Rate Loan, (Chicago time) at least (i) three two Business Days in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into or continued as a Eurodollar Rate LoanLoans; and (ii) the same Business Day as on the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into a Base Rate Loan or Federal Funds Rate LoanLoans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of the Loan or Loans to be converted or renewed; (C) the Type of Loan or Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans or Federal Funds continuations of Eurodollar Rate Loans, the duration of the requested Interest Period. Such notice, if written, shall be in the form of a Notice of Conversion/Continuation and, if telephonic, shall be confirmed with a Notice of Conversion/Continuation. (c) If upon the expiration of any Interest Period applicable to Eurodollar Rate Loans, the Borrower Company has failed to select timely a new Interest Period to be applicable to such Eurodollar Rate Loans, Loans or if any Default or Event of Default then exists, the Borrower Company shall be deemed to have elected to convert such Eurodollar Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the BorrowerCompany, the Agent will promptly notify each Lender Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each LenderBank. (e) Unless the Required Lenders Majority Banks otherwise agree, during the existence of a Default or Event of Default, the Borrower Company may not elect to have a Loan converted into or continued as a Eurodollar Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than ten (10) five different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower Guarantor (on behalf of the Borrowers) may, upon irrevocable written notice to the Agent in accordance with this Section 2.5:2.4(b): (i) elect, as of any Business Day, in the case of Base Rate Loans or Federal Funds Rate Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of LoanOffshore Rate Loans, to convert any such Loan Loans (or any part thereof in an amount not less than $10,000,000)5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of any other Type; or (ii) elect as of the last day of the applicable Interest Period, to continue any Offshore Rate Loans having Interest Periods expiring on such day (or any part thereof thereof) in an amount not less than $10,000,000)5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof; provided, that if at any time the aggregate amount of Eurodollar Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,0005,000,000, such Eurodollar Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of Guarantor (on behalf of the Borrowers) to continue such Loans as, or convert such Loans into, Offshore Rate Loans, as the case may be, shall terminate. (b) The Borrower Guarantor (on behalf of the Borrowers) shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 10:00 a.m. 9:00 A.M. (San Francisco time for a Eurodollar Rate Loan, and not later than 11:00 a.m. San Francisco time for a Base Rate Loan or a Federal Funds Rate Loan, time) at least (i) three Business Days in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into or continued as a Eurodollar Offshore Rate LoanLoans; and (ii) the same one Business Day as in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into a Base Rate Loan or Federal Funds Rate LoanLoans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of the Loan or Loans to be converted or renewedcontinued; (C) the Type of Loan or Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans or Federal Funds Offshore Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Eurodollar Offshore Rate Loans, Guarantor (on behalf of the Borrower Borrowers) has failed to select timely a new Interest Period to be applicable to such Eurodollar Offshore Rate Loans, Loans or if any Default or Event of Default then exists, Guarantor (on behalf of the Borrower Borrowers) shall be deemed to have elected to convert such Eurodollar Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Administrative Agent will promptly notify each Lender Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by Guarantor (on behalf of the BorrowerBorrowers), the Administrative Agent will promptly notify each Lender Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each LenderBank. (e) Unless the Required Lenders Banks otherwise agreeconsent, during the existence of a Default or Event of Default, Guarantor (on behalf of the Borrower Borrowers) may not elect to have a Loan converted into or continued as a Eurodollar an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, unless the Administrative Agent shall otherwise consent, there may not be more than ten one (101) different Interest Periods Period in effecteffect for all Loans hereunder.

Conversion and Continuation Elections. (a) The 2.5.1 Borrower may, upon irrevocable written notice to the Administrative Agent in accordance with this Section 2.5subsection 2.5.2: (ia) electelect to convert, as of on any Business Day, in the case of Base any Reference Rate Loans or Federal Funds Rate Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of Loan, to convert any such Loan (or any part thereof in an amount not less than $10,000,000), 1,000,000.00 and increments of $500,000 in excess thereof) into Loans of any other Type; orLIBOR Loans; (iib) elect as of to convert on the last day of the applicable any Interest Period, to continue Period any LIBOR Loans having Interest Periods expiring maturing on such day date (or any part thereof in an amount not less than $10,000,000500,000.00) into Reference Rate Loans; or (c) elect to renew on the last day of any Interest Period (for a new Interest Period that commences immediately upon the expiration of such existing Interest Period) any LIBOR Loans maturing on such date (or any part thereof in an amount not less than $1,000,000.00 and increments of $500,000 in excess thereof); provided, that if at any time the aggregate amount of Eurodollar Rate LIBOR Loans in respect of any Borrowing is shall have been reduced, by payment, prepayment, prepayment or conversion of part thereof thereof, to be less than $10,000,0001,000,000.00, such Eurodollar Rate LIBOR Loans shall automatically convert into Base Reference Rate Loans, and on and after such date the right of Borrower to continue such Loans as, and convert such Loans into, LIBOR Loans shall terminate. (b) The 2.5.2 Borrower shall deliver in writing (including via facsimile confirmed immediately by a Notice of telephone call) a Conversion/Continuation to Notice (which notice must be received by the Administrative Agent not later than 10:00 a.m. San Francisco time for a Eurodollar Rate Loantime, and not later than 11:00 a.m. San Francisco time for a Base Rate Loan or a Federal Funds Rate Loan, at least (i) at least three (3) Business Days in advance of prior to the Conversion/Continuation Dateconversion date or continuation date, as to any Loan that is if the Loans are to be converted into or continued as a Eurodollar Rate Loan; and LIBOR Loans, or (ii) on the same Business Day as conversion date, if the Conversion/Continuation Date, as to any Loan that is Loans are to be converted into a Base Reference Rate Loan or Federal Funds Rate Loan, Loans) specifying: (Aa) the proposed Conversion/Continuation Dateconversion date or continuation date; (Bb) the aggregate amount of the Loan or Loans to be converted or renewedcontinued; (Cc) the Type nature of Loan or Loans resulting from the proposed conversion or continuation; and (Dd) other than in the case of conversions if Borrower elects to convert a Reference Rate Loan into Base Rate Loans a LIBOR Loan or Federal Funds Rate Loanselects to continue a LIBOR Loan, the duration of the requested Interest PeriodPeriod applicable to such Loan. If the Conversion/Continuation Notice fails to specify the duration of the Interest Period for a LIBOR Loan, such Interest Period shall be one (1) month. (c) 2.5.3 If upon the expiration of any Interest Period applicable to Eurodollar Rate Loans, the LIBOR Loans Borrower has failed to select timely a new Interest Period to be applicable to such Eurodollar Rate LIBOR Loans, or if any Default or Event of Default shall then existsexist, the Borrower shall be deemed to have elected to convert such Eurodollar Rate LIBOR Loans into Base Reference Rate Loans effective as of the expiration date of such current Interest Period. (d) The Agent will promptly notify each Lender 2.5.4 Notwithstanding any other provision of its receipt of a Notice of Conversion/Continuationthis Agreement, or, if no timely notice is provided by the Borrower, the Agent will promptly notify each Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each Lender. (e) Unless the Required Lenders otherwise agree, during the existence of a Default or Event of Default, the Borrower may not elect to have a Loan converted into or continued as a Eurodollar Rate Loan. (f) After after giving effect to any conversion or continuation of any Loans, there may shall not be more than ten seven (107) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Company may on behalf of any Borrower maywhich has outstanding Revolving Loans, upon irrevocable written notice to the Agent in accordance with this Section 2.5as provided below: (i) electelect to convert, as of on any Business Day, in the case of any Base Rate Loans or Federal Funds Rate Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of Loan, to convert any such Loan (or any part thereof in an amount not less than One Million Dollars ($10,000,000), 1,000,000) or an integral multiple of One Hundred Thousand Dollars ($100,000) in excess thereof) into Loans of any other Type; orEurodollar Rate Loans; (ii) elect as of the last day of the applicable to convert, on any Interest PeriodPayment Date, to continue any Eurodollar Rate Loans having Interest Periods expiring maturing on such day Interest Payment Date (or any part thereof in an amount not less than One Million Dollars ($10,000,0001,000,000) or an integral multiple of One Hundred Thousand Dollars ($100,000) in excess thereof), into Base Rate Loans; or (iii) elect to renew, on any Interest Payment Date therefor, any Eurodollar Rate Loans (or any part thereof in an amount not less than One Million Dollars ($1,000,000) or an integral multiple of One Hundred Thousand Dollars ($100,000) in excess thereof); provided, that if at any time the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is shall have been reduced, by payment, prepayment, or conversion of part thereof thereof, to be less than One Million Dollars ($10,000,0001,000,000), all such Eurodollar Rate Loans shall automatically convert into Base Rate Loans; and on and after such date the right of the Borrowers to continue such Loans as Eurodollar Rate Loans shall terminate. (b) The Borrower Company shall deliver by telecopier, confirmed immediately in writing, a Notice of Conversion/Continuation to be received by the Agent not later than 10:00 a.m. San Francisco time for a Eurodollar Rate Loan, and not later than 11:00 a.m. San Francisco time for a Base Rate Loan or a Federal Funds Rate Loan, at least (i) three Business Days in advance of the Conversion/Continuation DateConversion Date or continuation date, as to any Loan that is if the Loans are to be converted into or continued as a Eurodollar Rate Loan; Loans, and (ii) on the same Business Day as of the Conversion/Continuation DateConversion Date or continuation date, as to any Loan that is if the Revolving Loans are to be converted into a or renewed as Base Rate Loan or Federal Funds Rate LoanLoans, specifying: (A) the proposed Conversion/Continuation DateConversion Date or continuation date; (B) the aggregate amount of the Loan or Revolving Loans to be converted or renewedcontinued; (C) the Type of Loan into which such Revolving Loans are to be converted or Loans resulting from the proposed conversion or continuationcontinued; and (D) other than in the case of conversions into Base Rate Loans or Federal Funds Rate Loans, the duration of the requested Interest Period, subject to the definition of "Interest Period". (c) If upon the expiration of any Interest Period applicable to Eurodollar Rate Loans, the Borrower Company has failed to select timely a new Interest Period to be applicable to such Eurodollar Rate LoansLoans in accordance with this Agreement, or if any Default or Event of Default shall then existshave occurred and be continuing, the Borrower Company shall be deemed to have elected to convert such Eurodollar Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender of its Upon receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Borrower, the Agent will shall promptly notify each Lender of the details of any automatic conversionBank thereof. All conversions and continuations shall be made ratably pro rata according to the respective outstanding principal amounts of the Revolving Loans held by each Bank with respect to which the such notice was given as held by each Lendergiven. (e) Unless the Required Lenders otherwise agreeNotwithstanding any other provision contained in this Agreement, during the existence of a Default or Event of Default, the Borrower may not elect to have a Loan converted into or continued as a Eurodollar Rate Loan. (f) After after giving effect to any conversion or continuation of any Revolving Loans, there may shall not be more than ten (10) five different Interest Periods applicable to outstanding Eurodollar Rate Loans in effect. (f) Swingline Loans may not be converted or continued.

Conversion and Continuation Elections. (a) The Borrower Company may, upon irrevocable written notice to the Agent Bank in accordance with this Section 2.5:subsection 2.04(b): (i1) elect, as of Elect to convert on any Business Day, in the case of any Base Rate Loans or Federal Funds Rate Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of Loan, to convert any such Loan (or any part thereof in an a minimum amount not less than of $10,000,000), 500,000) into Offshore Rate Loans of any other Type; or; (ii2) elect as of the last day of the applicable Elect to convert on any Interest Period, to continue Payment Date any Offshore Rate Loans having Interest Periods expiring maturing on such day Interest Payment Date (or any part thereof in an a minimum amount not less than of $10,000,000100,000) into Base Rate Loans; or (3) Elect to renew on any Interest Payment Date any Offshore Rate Loans maturing on such Interest Payment Date (or any part thereof in a minimum amount of $500,000); provided, that if at any time the aggregate amount of Eurodollar an Offshore Rate Loans in respect of any Borrowing Loan is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,000500,000, such Eurodollar Offshore Rate Loans Loan shall automatically convert into a Base Rate LoansLoan, and on and after such date the right of the Company to continue such Loan as, and convert such Loan into, an Offshore Rate Loan shall terminate. (b) The Borrower Company shall deliver by telex, cable or facsimile, confirmed immediately in writing, a Notice of Conversion/Continuation to be received by the Agent Bank not later than 10:00 a.m. San Francisco time for a Eurodollar Rate Loan, and not later than 11:00 a.m. San Francisco time for a Base Rate Loan or a Federal Funds Rate Loan, at least (i) 9:00 a.m. San Francisco, California time at least three Business Days in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into or continued as a Eurodollar Offshore Rate LoanLoans; and (ii) the same noon San Francisco, California time one Business Day as in advance of the Conversion/Continuation DateConversion Date or continuation date, as to any Loan that is if the Loans are to be converted into a or renewed as Base Rate Loan or Federal Funds Rate LoanLoans, specifying: (A1) the The proposed Conversion/Continuation Date; (B2) the The aggregate amount of the Loan or Loans to be converted or renewed; (C3) the Type The nature of Loan or Loans resulting from the proposed conversion or continuation; and (D4) other than in the case of conversions into Base Rate Loans or Federal Funds Rate Loans, the The duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Eurodollar Offshore Rate Loans, the Borrower Company has failed to select timely a new Interest Period to be applicable to such Eurodollar Offshore Rate Loans, or if any Default or Event of Default shall then existsexist, the Borrower Company shall be deemed to have elected to convert such Eurodollar Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such current Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Borrower, the Agent will promptly notify each Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each Lender. (e) Unless the Required Lenders Bank otherwise agreeconsents, during the existence of a Default or Event of Default, the Borrower Company may not elect to have a Loan converted into or continued as a Eurodollar an Offshore Rate Loan. (fe) After giving effect to any conversion or continuation of Loans, unless the Bank shall otherwise consent, there may not be more than ten (10) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower Company may, upon irrevocable written or telephonic notice (confirmed by mail or facsimile on the same day, if telephonic) to the Agent in accordance with this Section 2.5:subsection 2.5(b): (i) elect, as of any Business Day, in the case of Base Rate Loans or Federal Funds Rate Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of LoanOffshore Rate Loans, to convert any such Loan Loans (or any part thereof in an amount not less than $10,000,000)5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of any other Type; or (ii) elect elect, as of the last day of the applicable Interest Period, to continue any Offshore Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $10,000,0005,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Eurodollar Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,0001,000,000, such Eurodollar Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate. (b) The Borrower Company shall deliver a Notice of Conversion/Continuation give written or telephonic notice to be received by the Agent not later than 10:00 9:00 a.m. San Francisco time for a Eurodollar Rate Loan, and not later than 11:00 a.m. San Francisco time for a Base Rate Loan or a Federal Funds Rate Loan, (Milwaukee time) at least least: (i) three two Business Days in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into or continued as a Eurodollar Offshore Rate LoanLoans; and (ii) on the same Business Day as the Conversion/Conversion/ Continuation Date, as to any Loan that is if the Loans are to be converted into a Base Rate Loan or Federal Funds Rate LoanLoans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of the Loan or Loans to be converted or renewed; (C) the Type of Loan or Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans or Federal Funds continuations of Offshore Rate Loans, the duration of the requested Interest Period. Such written notice or written confirmation of telephonic notice shall be substantially in the form of the Notice of Conversion/Continuation attached hereto as Exhibit 2.5. (c) If upon the expiration of any Interest Period applicable to Eurodollar Offshore Rate Loans, the Borrower Company has failed to select timely a new Interest Period to be applicable to such Eurodollar Offshore Rate Loans, Loans or if any Default or Event of Default then exists, the Borrower Company shall be deemed to have elected to convert such Eurodollar Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the BorrowerCompany, the Agent will promptly notify each Lender Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each LenderBank. (e) Unless the Required Lenders Majority Banks otherwise agree, during the existence of a Default or Event of Default, the Borrower Company may not elect to have a Loan converted into or continued as a Eurodollar an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than ten (10) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower Company may, upon irrevocable written notice to the Administrative Agent in accordance with this Section 2.5:subsection 2.4(b): (i) elect, as of any Business Day, in the case of Base Rate Loans or Federal Funds Rate Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of LoanLoans, to convert any such Loan Loans (or any part thereof in an amount not less than $10,000,000)500,000, or, in the case of Revolving Loans, that is in an integral multiple of $100,000 in excess thereof) into Loans of any other Type; or (ii) elect as of the last day of the applicable Interest Period, to continue any Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $10,000,000500,000, or, in the case of Revolving Loans, that is in an integral multiple of $100,000 in excess thereof); provided, that if at any time the aggregate amount of Eurodollar Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,000500,000, such Eurodollar Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate. (b) The Borrower Company shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent (i) not later than 10:00 8:30 a.m. (San Francisco time for a Eurodollar Rate Loan, and not later than 11:00 a.m. San Francisco time for a Base Rate Loan or a Federal Funds Rate Loan, time) at least (i) three Business Days in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into or continued as a Eurodollar Offshore Rate LoanLoans; and (ii) the same Business Day as not later than 8:30 a.m. (San Francisco time) on the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into a Base Rate Loan or Federal Funds Rate LoanLoans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of the Loan or Loans to be converted or renewed; (C) the Type of Loan or Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans or Federal Funds Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Eurodollar Offshore Rate Loans, the Borrower Company has failed to timely select timely a new Interest Period to be applicable to such Eurodollar Offshore Rate Loans, or if any Default or Event of Default then exists, the Borrower Company shall be deemed to have elected to convert such Eurodollar Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the BorrowerCompany, the Administrative Agent will promptly notify each Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each Lender. (e) Unless the Required Lenders otherwise agree, during the existence of a Default or Event of Default, the Borrower Company may not elect to have a Loan converted into or continued as a Eurodollar an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than ten (10) twenty different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower Company may, upon irrevocable written notice to the Administrative Agent in accordance with this Section 2.5:subsection 2.4(b): (i) elect, as of any Business Day, in the case of Base Rate Loans or Federal Funds Rate Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of LoanEurodollar Loans, to convert any such Loan Loans (or any part thereof in an amount not less than $10,000,000)5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of any the other Type; or (ii) elect elect, as of the last day of the applicable Interest Period, to continue as Eurodollar Loans for another Interest Period any Eurodollar Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $10,000,0005,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,0001,000,000, such Eurodollar Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Eurodollar Loans, as the case may be, shall terminate. (b) The Borrower Company shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent not later than 10:00 a.m. San Francisco time for a Eurodollar Rate Loan, and not later than 11:00 a.m. San Francisco time for a Base Rate Loan or a Federal Funds Rate Loan, (Dallas time) at least (i) three Business Days in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into or continued as a Eurodollar Rate LoanLoans; and (ii) the same Business Day as on the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into a Base Rate Loan or Federal Funds Rate LoanLoans, specifying: (Ai) the proposed Conversion/Continuation Date; (Bii) the aggregate amount of the Loan or Loans to be converted or renewedcontinued; (Ciii) the Type of Loan or Loans resulting from the proposed conversion or continuation; and (Div) other than in the case of conversions into Base Rate Loans or Federal Funds Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Eurodollar Rate Loans, the Borrower Company has failed to select timely a new Interest Period to be applicable to such Eurodollar Rate Loans, or if any Default or Event of Default then exists, the Borrower Company shall be deemed to have elected to convert such Eurodollar Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Administrative Agent will promptly notify each Lender Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the BorrowerCompany, the Administrative Agent will promptly notify each Lender Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans held by each Bank with respect to which the notice was given as held by each Lendergiven. (e) Unless the Required Lenders Majority Banks otherwise agree, during the existence of a Default or Event of Default, the Borrower Company may not elect to have a Loan converted into or continued as a Eurodollar Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than ten (10) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower Company may, upon irrevocable written notice to the Agent in accordance with this Section 2.5:subsection 2.4(b): (i) elect, as of any Business Day, in the case of Base Rate Loans or Federal Funds Reference Rate Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of LoanLoans, to convert any such Loan Loans (or any part thereof in an amount not less than $10,000,000), 1,000,000 or that is in an integral multiple of $500,000 in excess thereof) into Loans of any other Type; or (ii) elect elect, as of the last day of the applicable Interest Period, to continue any Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $10,000,0001,000,000, or that is in an integral multiple of $500,000 in excess thereof); provided, that if at any time the aggregate amount of Eurodollar Fixed Rate Loans or Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,0001,000,000, such Eurodollar Fixed Rate Loans or Offshore Rate Loans shall automatically convert into Base Reference Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans or Fixed Rate Loans, as the case may be, shall terminate. (b) The Borrower Company shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 10:00 a.m. San Francisco time for a Eurodollar Rate Loan, and not later than 11:00 a.m. San Francisco time for a Base Rate Loan or a Federal Funds Rate Loan, (Chicago time) at least (i) three Business Days in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into or continued as a Eurodollar Offshore Rate LoanLoans; and (ii) the same Business Day as on the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into a Base or continued as Fixed Rate Loan or Federal Funds Loans; and (iii) on the Conversion/Continuation Date, if the Loans are to be converted into Reference Rate LoanLoans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of the Loan or Loans to be converted or renewedcontinued; (C) the Type of Loan or Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans or Federal Funds Reference Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Eurodollar Fixed Rate Loans or Offshore Rate Loans, the Borrower Company has failed to select timely a new Interest Period to be applicable to such Eurodollar Fixed Rate Loans or Offshore Rate Loans, as the case may be, or if any Default or Event of Default then exists, the Borrower Company shall be deemed to have elected to convert such Eurodollar Fixed Rate Loans or Offshore Rate Loans into Base Reference Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Borrower, the Agent will promptly notify each Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each Lender. (e) Unless the Required Lenders otherwise agree, during the existence of a Default or Event of Default, the Borrower may not elect to have a Loan converted into or continued as a Eurodollar Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than ten (10) different Interest Periods in effect.of

Conversion and Continuation Elections. (a) The Borrower may, upon ------------------------------------- irrevocable written telephonic notice (immediately confirmed in writing) to the Administrative Agent in accordance with this Section 2.5: 2.04(b): (i) elect, as of any Business Day, in the case of Base Rate Loans or Federal Funds Rate Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of LoanLoans, to convert any such Loan Loans (or any part thereof in an amount not less than $10,000,000)1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of any other Type; or or (ii) elect as of the last day of the applicable Interest Period, to continue any Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $10,000,0001,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any -------- time the aggregate amount of Eurodollar CD Rate Loans or Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,0001,000,000, such Eurodollar CD Rate Loans or Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Borrower to continue such Loans as, and convert such Loans into, Offshore Rate Loans or CD Rate Loans, as the case may be, shall terminate. (b) The Borrower shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent not later than 10:00 9:00 a.m. (San Francisco time for a Eurodollar Rate Loan, and not later than 11:00 a.m. San Francisco time for a Base Rate Loan or a Federal Funds Rate Loan, at least time) (i) at least three Business Days in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into or continued as a Eurodollar Offshore Rate LoanLoans or CD Rate Loans; and (ii) the same Business Day as on the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into a Base Rate Loan or Federal Funds Rate LoanLoans, specifying: : (A) the proposed Conversion/Continuation Date; ; (B) the aggregate amount of the Loan or Loans to be converted or renewedcontinued; (C) the Type of Loan or Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans or Federal Funds Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Eurodollar Rate Loans, the Borrower has failed to select timely a new Interest Period to be applicable to such Eurodollar Rate Loans, or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such Eurodollar Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Borrower, the Agent will promptly notify each Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each Lender. (e) Unless the Required Lenders otherwise agree, during the existence of a Default or Event of Default, the Borrower may not elect to have a Loan converted into or continued as a Eurodollar Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than ten (10) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The US Borrower may, upon irrevocable written notice to the Administrative Agent in accordance with this Section 2.5:subsection 2.05(b): (i) elect, as of any Business Day, in the case of Base Rate Loans or Federal Funds Rate Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of LoanLIBO Rate Loans, to convert any such Loan US Loans (or any part thereof in an amount not less than $10,000,000)1,000,000, or that is in an integral multiple of $250,000 in excess thereof) into US Loans of any other Type; or (ii) elect elect, as of the last day of the applicable Interest Period, to continue any US Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $10,000,0001,000,000, or that is in an integral multiple of $250,000 in excess thereof); provided, that if at any time the aggregate amount of Eurodollar LIBO Rate Loans in respect of any Borrowing US Loan is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,0001,000,000, such Eurodollar LIBO Rate Loans shall automatically convert into Base Rate Loans. (b) The US Borrower shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent not later than 10:00 a.m. San Francisco time for a Eurodollar Rate Loan, and not later than 11:00 a.m. (San Francisco time for a Base Rate Loan or a Federal Funds Rate Loan, time) at least (i) three Business Days in advance of the Conversion/Continuation Date, as to any Loan that is if the US Loans are to be converted into or continued as a Eurodollar LIBO Rate LoanLoans; and (ii) the same one Business Day as in advance of the Conversion/Continuation Date, as to any Loan that is if the US Loans are to be converted into a Base Rate Loan or Federal Funds Rate LoanLoans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of the Loan or US Loans to be converted or renewedcontinued; (C) the Type of Loan or US Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans or Federal Funds Rate Loans, the duration of the requested Interest LIBOR Period. If the Notice of Conversion/ Continuation fails to specify the duration of the LIBOR Period, such LIBOR Period shall be one month. (c) If upon the expiration of any Interest Period applicable to Eurodollar LIBO Rate Loans, the US Borrower has failed to select timely a new Interest LIBOR Period to be applicable to such Eurodollar LIBO Rate Loans, or if any Default or Event of Default then exists, the US Borrower shall be deemed to have elected to convert such Eurodollar LIBO Rate Loans into Base Rate Loans effective as of the expiration date of such Interest LIBOR Period. (d) The Administrative Agent will promptly notify each Lender US Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the US Borrower, the Administrative Agent will promptly notify each Lender US Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the US Loans held by each US Bank with respect to which the notice was given as held by each Lendergiven. (e) Unless the Required Lenders Majority Banks otherwise agreeconsent, during the existence of a Default or Event of Default, the US Borrower may not elect to have a US Loan converted into or continued as a Eurodollar LIBO Rate Loan. (f) After giving effect to any conversion or continuation of US Loans, unless the Administrative Agent shall otherwise consent, there may not be more than ten (10) six different Interest Periods in effect.effect in aggregate between Facility A and Facility C.

Conversion and Continuation Elections. (a) The Borrower may, upon irrevocable written notice to the Agent in accordance with this Section 2.5: (i) elect, as of any Business Day, in the case of Base Rate Loans or Federal Funds Rate Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of Loan, to convert any such Loan (or any part thereof in an amount not less than $10,000,000), into Loans of any other Type; or (ii) elect as of the last day of the applicable Interest Period, to continue any Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $10,000,000); provided, that if at any time the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,000, such Eurodollar Rate Loans shall automatically convert into Base Rate Loans. (b) The Borrower shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 10:00 a.m. San Francisco time for a Eurodollar Rate Loan, and not later than 11:00 a.m. San Francisco time for a Base Rate Loan or a Federal Funds Rate Loan, at least (i) three Business Days in advance of the Conversion/Continuation Date, as to any Loan that is to be converted into or continued as a Eurodollar Rate Loan; and (ii) the same Business Day as the Conversion/Continuation Date, as to any Loan that is to be converted into a Base Rate Loan or Federal Funds Rate Loan, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of the Loan or Loans to be converted or renewed; (C) the Type of Loan or Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans or Federal Funds Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Eurodollar Rate Loans, the Borrower has failed to select timely a new Interest Period to be applicable to such Eurodollar Rate Loans, or if any Default or Event of Default then exists, the NYDOCS01/1613908 16 Borrower shall be deemed to have elected to convert such Eurodollar Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Borrower, the Agent will promptly notify each Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each Lender. (e) Unless the Required Lenders otherwise agree, during the existence of a Default or Event of Default, the Borrower may not elect to have a Loan converted into or continued as a Eurodollar Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than ten (10) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower ------------------------------------- may, upon irrevocable written notice to the Administrative Agent in accordance with this Section 2.5:2.5(b): ------------- (i) elect, as of any Business Day, in the case of Base Rate Loans or Federal Funds Rate Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of LoanLoans, to convert any such Loan Loans (or any part thereof in an amount not less than $10,000,000)5,000,000, or that is in an integral multiple of $500,000 in excess thereof) into Loans of any other Type; or (ii) elect elect, as of the last day of the applicable Interest Period, to continue any Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $10,000,0005,000,000, or that is in an integral multiple of $500,000 in excess thereof); provided, that if at any time the aggregate amount of Eurodollar Offshore Rate Loans in -------- respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,0001,000,000, such Eurodollar Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Borrower to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate. (b) The Borrower shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent not later than 10:00 9:00 a.m. (San Francisco time for a Eurodollar Rate Loan, and not later than 11:00 a.m. San Francisco time for a Base Rate Loan or a Federal Funds Rate Loan, time) at least (ix) three Business Days in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into or continued as a Eurodollar Offshore Rate LoanLoans; and (iiy) the same one Business Day as in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into a Base Rate Loan or Federal Funds Rate LoanLoans, specifying: (Ai) the proposed Conversion/Continuation Date; (Bii) the aggregate amount of the Loan or Loans to be converted or renewedcontinued; (Ciii) the Type of Loan or Loans resulting from the proposed conversion or continuation; and (Div) other than in the case of conversions into Base Rate Loans or Federal Funds Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Eurodollar Offshore Rate Loans, the Borrower has failed to select timely a new Interest Period to be applicable to such Eurodollar Offshore Rate Loans, as the case may be, or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such Eurodollar Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Borrower, the Administrative Agent will promptly notify each Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each Lender. (e) Unless the Required Lenders otherwise agree, during the existence of a Default or Event of Default, the Borrower may not elect to have a Loan converted into or continued as a Eurodollar Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than ten five (105) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower Company may, upon irrevocable written notice to the Administrative Agent in accordance with this Section 2.5:2.03(b): (i1) elect, as of Elect to convert on any Business Day, in the case of any Base Rate Loans or Federal Funds Rate Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of Loan, to convert any such Loan (or any part thereof in an a minimum amount not less than of $10,000,000), 500,000) into Loans of any other TypeEurodollar Rate Loans; or (ii2) elect as of the last day of the applicable Elect to convert on any Interest Period, to continue Payment Date any Eurodollar Rate Loans having Interest Periods expiring maturing on such day Interest Payment Date (or any part thereof in an a minimum amount not less than of $10,000,000100,000) into Base Rate Loans; or (3) Elect to continue on any Interest Payment Date any Eurodollar Rate Loans maturing on such Interest Payment Date (or any part thereof in a minimum amount of $500,000); provided, that if at any time the aggregate amount of an Eurodollar Rate Loans in respect of any Borrowing Loan is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,000500,000, such Eurodollar Rate Loans Loan shall automatically convert into a Base Rate LoansLoan, and on and after such date the right of the Company to continue such Loan as, and convert such Loan into, an Eurodollar Rate Loan shall terminate. (b) The Borrower Company shall deliver by telex, cable or facsimile, confirmed immediately in writing, a Notice of Conversion/Continuation to be received by the Administrative Agent not later than 10:00 a.m. San Francisco time for a Eurodollar Rate Loan, and not later than 11:00 a.m. San Francisco time for a Base Rate Loan or a Federal Funds Rate Loan, at least (i) 9:00 a.m. (San Francisco, California time) at least three Business Days in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into or continued as a Eurodollar Rate LoanLoans; and (ii) the same 12:00 noon (San Francisco, California time) one Business Day as in advance of the Conversion/Continuation Conversion Date, as to any Loan that is if the Loans are to be converted into a or continued as Base Rate Loan or Federal Funds Rate LoanLoans, specifying: (A1) the The proposed Conversion/Continuation Date; (B2) the The aggregate principal amount of the Loan or Revolving Loans to be converted or renewedcontinued; (C3) the Type The nature of Loan or Loans resulting from the proposed conversion or continuation; and (D4) other than in the case of conversions into Base Rate Loans or Federal Funds Rate LoansIf applicable, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Eurodollar Rate Loans, the Borrower Company has failed to select timely a new Interest Period or the duration of the Interest Period to be applicable to such Eurodollar Rate Loans, or if any Default or Event of Default shall then existsexist, the Borrower Company shall be deemed to have elected to convert such Eurodollar Rate Loans into Base Rate Loans effective as of the expiration date of such current Interest Period. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Borrower, the Agent will promptly notify each Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each Lender. (e) Unless the Required Lenders otherwise agreeconsent, during the existence of a Default or Event of Default, the Borrower Company may not elect to have a Loan converted into or continued as a an Eurodollar Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than ten (10) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower Company may, upon irrevocable written notice to the Administrative Agent in accordance with this Section 2.5: Subsection 2.04(b): (i) elect, as of any Business Day, in the case of Base Rate Loans or Federal Funds Rate Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of LoanOffshore Rate Loans, to convert any such Loan Loans (or any part thereof in an amount not less than $10,000,000)2,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of any other Interest Rate Type; or or (ii) elect as of the last day of the applicable Interest Period, to continue any Revolving Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $10,000,0002,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Eurodollar Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,0002,000,000, such Eurodollar Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate. (b) The Borrower Company shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent not later than 10:00 9:00 a.m. (San Francisco time for a Eurodollar Rate LoanFrancisco, and not later than 11:00 a.m. San Francisco time for a Base Rate Loan or a Federal Funds Rate Loan, California time) at least (i) three Business Days in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into or continued as a Eurodollar Offshore Rate LoanLoans; and (ii) the same one Business Day as in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into a Base Rate Loan or Federal Funds Rate LoanLoans, specifying: : (A) the proposed Conversion/Continuation Date; ; (B) the aggregate amount of the Loan or Loans to be converted or renewedcontinued; (C) the Type of Loan or Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans or Federal Funds Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Eurodollar Rate Loans, the Borrower has failed to select timely a new Interest Period to be applicable to such Eurodollar Rate Loans, or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such Eurodollar Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Borrower, the Agent will promptly notify each Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each Lender. (e) Unless the Required Lenders otherwise agree, during the existence of a Default or Event of Default, the Borrower may not elect to have a Loan converted into or continued as a Eurodollar Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than ten (10) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower maymay with respect to its Loans, upon irrevocable written notice to the Agent in accordance with this Section 2.5:subsection 2.4(b): (i) elect, as of any Business Day, in the case of Base Rate Loans or Federal Funds Rate Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of LoanRevolving Loans, to convert any such Loan Revolving Loans (or any part thereof in an amount not less than $10,000,000), or that is in an integral multiple of $1,000,000 in excess thereof) into Revolving Loans of any other Type; or (ii) elect as of the last day of the applicable Interest Period, to continue any Revolving Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $10,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Eurodollar Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,000, such Eurodollar Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Borrower to continue such Revolving Loans as, and convert such Loans into, Offshore Rate Loans shall terminate. (b) The Borrower shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 10:00 9:00 a.m. (San Francisco time for a Eurodollar Rate Loan, and not later than 11:00 a.m. San Francisco time for a Base Rate Loan or a Federal Funds Rate Loan, time) with respect to its Revolving Loans at least (i) three Business Days in advance of the Conversion/Continuation Date, as to any Loan that is if the Revolving Loans of the Borrower are to be converted into or continued as a Eurodollar Offshore Rate LoanLoans; and (ii) the same Business Day as on the Conversion/Continuation Date, as to any Loan that is if the Revolving Loans of the Borrower are to be converted into a Base Rate Loan or Federal Funds Rate LoanLoans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of the Loan or Revolving Loans to be converted or renewedcontinued; (C) the Type of Loan or Revolving Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans or Federal Funds Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Eurodollar Offshore Rate LoansLoans of the Borrower, the Borrower has failed to select timely a new Interest Period to be applicable to such Eurodollar Offshore Rate Loans, Loans or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such Eurodollar Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Borrower, the Agent will promptly notify each Lender Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Revolving Loans with respect to which the notice was given as held by each LenderBank. (e) Unless the Required Lenders Banks otherwise agreeconsent, during the existence of a Default or Event of Default, the Borrower may not elect to have a Loan Loans converted into or continued as a Eurodollar an Offshore Rate LoanLoans. (f) After giving effect to any conversion or continuation of Revolving Loans, unless the Agent shall otherwise consent, there may not be more than ten (10) five different Interest Periods for all Loans in effect.

Conversion and Continuation Elections. (a) The Borrower Company may, upon irrevocable written notice to the Administrative Agent in accordance with this Section 2.5:subsection 2.04(b): (i) elect, as of any Business Day, in the case of Base Rate Loans or Federal Funds Rate Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of LoanOffshore Rate Loans, to convert any such Loan Loans (or any part thereof in an amount not less than the Dollar Equivalent of $10,000,000), 500,000 or any multiple of 100,000 units of the Applicable Currency in excess thereof) into Loans of any other Type; provided that only Offshore Rate Loans denominated in Dollars may be converted to Base Rate Loans; or (ii) elect as of the last day of the applicable Interest Period, to continue any Offshore Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than the Dollar Equivalent of $10,000,000500,000, or any multiple of 100,000 units of the Applicable Currency in excess thereof); provided, provided that if at any time the aggregate amount of Eurodollar Offshore Rate Loans denominated in Dollars in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,000500,000, such Eurodollar Offshore Rate Loans denominated in Dollars shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate. (b) The Borrower Company shall deliver a Notice of Conversion/Continuation Borrowing to be received by the Administrative Agent not later than 10:00 a.m. San Francisco time for a Eurodollar Rate Loan, and not later than 11:00 a.m. San Francisco time for a Base Rate Loan or a Federal Funds Rate Loan, 12:00 noon at least (i) three Business Days in advance of the applicable Conversion/Continuation Date, as to any Loan that is if the relevant Loans are to be converted into or continued as a Eurodollar Offshore Rate Loan; and Loans in Dollars, (ii) the same four Business Day as Days in advance of the Conversion/Continuation Date, as to any Loan that is if the relevant Loans are to be converted into a or continued as Offshore Currency Loans, and (iii) on the Conversion/Continuation Date, if the relevant Loans are to be converted into Base Rate Loan or Federal Funds Rate LoanLoans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of the Loan or Loans to be converted or renewedcontinued; (C) the Type of Loan or Loans resulting from the proposed conversion or continuationcontinuation and in the case of an Offshore Rate Loan, the Applicable Currency; and (D) other than in the case of conversions into Base Rate Loans or Federal Funds Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Eurodollar Offshore Rate LoansLoans denominated in Dollars, the Borrower Company has failed to timely select timely a new Interest Period to be applicable to such Eurodollar Offshore Rate Loans, or if any Default or Event of Default then exists, the Borrower Company shall be deemed to have elected to convert such Eurodollar Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If the Company has failed to select a new Interest Period to be applicable to Offshore Currency Loans prior to the fourth Business Day in advance of the expiration date of the current Interest Period applicable thereto as provided in subsection 2.04(b), or if any Default or Event of Default shall then exist, subject to the provisions of subsection 2.06(d), the Company shall be deemed to have elected to continue such Offshore Currency Loans for a one-month Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a Notice of Conversion/ContinuationBorrowing, or, if no timely notice is provided by the BorrowerCompany, the Administrative Agent will promptly notify each Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans Loans, with respect to which the notice was given as given, held by each Lender. (e) Unless the Required Lenders otherwise agreeconsent, during the existence of a Default or Event of Default, the Borrower Company may not elect to have a Loan in Dollars converted into or continued as a Eurodollar an Offshore Rate LoanLoan in Dollars, or an Offshore Currency Loan continued on the basis of an Interest Period exceeding one month. (f) After giving effect The Company hereby authorizes the Lenders and the Administrative Agent to accept Notices of Conversion/Continuation based on telephonic notices made by any conversion Person the Administrative Agent or continuation any Lender in good faith believes to be acting on behalf of Loansthe Company. The Company agrees to deliver promptly to the Administrative Agent a written confirmation of each telephonic notice, there may not be more than ten (10) different Interest Periods signed by a Responsible Officer. If the written confirmation differs in effectany material respect from the action taken by the Administrative Agent and the Lenders, the records of the Administrative Agent and the Lenders shall govern absent manifest error.

Conversion and Continuation Elections. (a) The Each Borrower may, upon irrevocable written notice to the Administrative Agent in accordance with this Section 2.5:subsection 2.4(b): (i) elect, as of any Business Day, in the case of its Base Rate Loans or Federal Funds Rate Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of Loanits Eurodollar Rate Loans, to convert any such Loan Loans (or any part thereof in an amount not less than $10,000,000)5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of any other Type; or (ii) elect elect, as of the last day of the applicable Interest Period, to continue any Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $10,000,0005,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,0005,000,000, such Eurodollar Rate Loans shall automatically convert into Base Rate Loans. (b) The applicable Borrower shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent not later than 10:00 a.m. San Francisco time for a Eurodollar Rate Loan, and not later than 11:00 a.m. San Francisco time for a Base Rate Loan or a Federal Funds Rate Loan, (New York City time) at least (i) three Business Days in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into or continued as a Eurodollar Rate LoanLoans; and (ii) the same one Business Day as in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into a Base Rate Loan or Federal Funds Rate LoanLoans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of the Loan or Loans to be converted or renewedcontinued; (C) the Type of Loan or Loans resulting from the proposed conversion or continuation; and (D) other than in the case of continuations of or conversions into Base Rate Loans or Federal Funds Eurodollar Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Eurodollar Rate Loans, the applicable Borrower has failed to select timely a new Interest Period to be applicable to such Eurodollar Rate Loans, or if any Default or Event of Default then exists, the such Borrower shall be deemed to have elected to convert such Eurodollar Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Administrative Agent will promptly notify each Lender Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the applicable Borrower, the Administrative Agent will promptly notify each Lender Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each LenderBank. (e) Unless the Required Lenders Majority Banks otherwise agree, with respect to all Loans during the existence of a Default or Event of Default, the Borrower Borrowers may not elect to have a Loan converted into or continued as a an Eurodollar Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than ten (10) 15 different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower Company may, upon irrevocable written notice to the Agent in accordance with this Section 2.5:subsection 2.04(b): (i) elect, as of any Business Day, in the case of Base Rate Loans or Federal Funds Rate Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of LoanLIBOR Rate Loans, to convert any such Loan Loans (or any part thereof in an amount not less than $10,000,000)1,500,000, or, that is in an integral multiple of $1,000,000 in excess thereof) into Loans of any other Type; or (ii) elect elect, as of the last day of the applicable Interest Period, to continue any Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $10,000,0001,500,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Eurodollar LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,0001,500,000, such Eurodollar LIBOR Rate Loans shall automatically convert into Base Rate LoansLoans at the end of the applicable Interest Period, and on and after such date the right of the Company to continue such Loans of less than $1,500,000 as, and convert such Loans of less than $1,500,000 into, LIBOR Rate Loans shall terminate. (b) The Borrower Company shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 10:00 9:00 a.m. (San Francisco time for a Eurodollar Rate Loan, and not later than 11:00 a.m. San Francisco time for a Base Rate Loan or a Federal Funds Rate Loan, time) at least (i) three Business Days in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into or continued as a Eurodollar LIBOR Rate LoanLoans; and (ii) the same one Business Day as in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into a Base Rate Loan or Federal Funds Rate LoanLoans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of the Loan or Loans to be converted or renewedcontinued; (C) the Type of Loan or Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans or Federal Funds Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Eurodollar LIBOR Rate Loans, the Borrower Company has failed to select timely a new Interest Period to be applicable to such Eurodollar LIBOR Rate Loans, or if any Default or Event of Default then exists, the Borrower Company shall be deemed to have elected to convert an Interest Period of one month for such Eurodollar Rate Loans into Base LIBOR Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the BorrowerCompany, the Agent will promptly notify each Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each Lender. (e) Unless the Required Majority Lenders otherwise agreeconsent, during the existence of a Default or Event of Default, the Borrower Company may not elect to have a Revolving Loan or Term Loan converted into or continued as a Eurodollar LIBOR Rate Loan. (f) After giving effect to any conversion or continuation of Loans, unless the Agent shall otherwise consent, there may not be more than ten (10) 6 different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower maymay with respect to its Loans, upon irrevocable written notice to the Agent in accordance with this Section 2.5:subsection 2.4(b): (i) elect, as of any Business Day, in the case of Base Rate Loans or Federal Funds Rate Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of LoanRevolving Loans, to convert any such Loan Revolving Loans (or any part thereof in an amount not less than $10,000,000), or that is in an integral multiple of $1,000,000 in excess thereof) into Revolving Loans of any other Type; or (ii) elect as of the last day of the applicable Interest Period, to continue any Revolving Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $10,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Eurodollar Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,000, such Eurodollar Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Borrower to continue such Revolving Loans as, and convert such Loans into, Offshore Rate Loans shall terminate. (b) The Borrower shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 10:00 9:00 a.m. (San Francisco time for a Eurodollar Rate Loan, and not later than 11:00 a.m. San Francisco time for a Base Rate Loan or a Federal Funds Rate Loan, time) with respect to its Revolving Loans at least (i) three Business Days in advance of the Conversion/Continuation Date, as to any Loan that is if the Revolving Loans of the Borrower are to be converted into or continued as a Eurodollar Offshore Rate LoanLoans; and (ii) the same Business Day as on the Conversion/Continuation Date, as to any Loan that is if the Revolving Loans of the Borrower are to be converted into a Base Rate Loan or Federal Funds Rate LoanLoans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of the Loan or Revolving Loans to be converted or renewedcontinued; (C) the Type of Loan or Revolving Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans or Federal Funds Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Eurodollar Offshore Rate LoansLoans of the Borrower, the Borrower has failed to select timely a new Interest Period to be applicable to such Eurodollar Offshore Rate Loans, Loans or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such Eurodollar Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Borrower, the Agent will promptly notify each Lender Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Revolving Loans with respect to which the notice was given as held by each LenderBank. (e) Unless the Required Lenders Banks otherwise agreeconsent, during the existence of a Default or Event of Default, the Borrower may not elect to have a Loan Loans converted into or continued as a Eurodollar an Offshore Rate LoanLoans. (f) After giving effect to any conversion or continuation of Revolving Loans, unless the Agent shall otherwise consent, there may not be more than ten (10) different Interest Periods for all Loans in effect.

Conversion and Continuation Elections. (a) The Borrower may, upon irrevocable written telephonic notice to the Administrative Agent or, in the case of Liquidity Facility Loans, to the Liquidity Facility Lender (in each case promptly confirmed thereafter in writing) in accordance with this Section 2.5:2.04(b): (i) elect, as of any Business Day, in the case of Base Rate Loans or Federal Funds Rate Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of LoanEurodollar Loans, to convert any such Loan Revolving Loans or Liquidity Facility Loans (or any part thereof in an amount not less than $10,000,000)500,000 in the case of conversions of Revolving Loans or Liquidity Facility Loans to Eurodollar Loans or Base Rate Loans, or in each case that is in an integral multiple of $100,000 in excess thereof) into Revolving Loans or Liquidity Facility Loans of any other Type; or (ii) elect elect, as of the last day of the applicable Interest Period, to continue any Revolving Loans or Liquidity Facility Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $10,000,000500,000 for Eurodollar Loans or, in each case, any multiple of $100,000 in excess thereof); provided, that if at any time the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,000, such Eurodollar Rate Loans shall automatically convert into Base Rate Loans. (b) The Borrower shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent not later than 10:00 a.m. San Francisco time for a Eurodollar Rate Loanor, and in the case of Liquidity Facility Loans, by the Liquidity Facility Lender not later than 11:00 a.m. San Francisco time for a Base Rate Loan or a Federal Funds Rate Loan, at least (New York City time) (i) at least three Business Days in advance of the Conversion/Continuation Date, as to any Loan that is if the Revolving Loans or the Liquidity Facility Loans are to be converted into or continued as a Eurodollar Rate Loan; Loans and (ii) the same Business Day as on the Conversion/Continuation Date, as to any Loan that is if the Revolving Loans or the Liquidity Facility Loans are to be converted into a Base Rate Loan or Federal Funds Rate LoanLoans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of the Loan Revolving Loans or Liquidity Facility Loans to be converted or renewedcontinued; (C) the Type of Loan Revolving Loans or Liquidity Facility Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans or Federal Funds Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Eurodollar Rate Loans, the Borrower has failed to select timely a new Interest Period to be applicable to such Eurodollar Rate Loans, or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such Eurodollar Rate Loans into Base Rate Eurodollar Loans having an Interest Period of one month effective as of the expiration date of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Borrower, the Administrative Agent will promptly notify each Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Revolving Loans with respect to which the notice was given as held by each Lender. (e) Unless If any Event of Default or payment Default is in existence at the time of any proposed continuation of, or conversion into, any Eurodollar Loans and the Administrative Agent or the Liquidity Facility Lender, as the case may be, has, or the Required Lenders otherwise agreehave, during the existence of a Default determined in its or Event of Defaulttheir sole discretion not to permit such continuation or conversion and have notified Borrower telephonically or in writing thereof, the Borrower may not elect to have a Revolving Loan or Liquidity Facility Loan, as applicable, converted into or continued as a Eurodollar Loan and any outstanding Eurodollar Loans shall be automatically converted on the last day of the current Interest Period applicable thereto into Base Rate LoanLoans. (f) After giving effect Without in any way limiting the obligation of Borrower to confirm in writing any conversion notice it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from a Responsible Officer of Borrower (or continuation a designee of such Responsible Officer). In each such case Borrower hereby waives the right to dispute the Administrative Agent's record of the terms of any such telephonic notice. (g) No Swing Line Loans may be converted to Eurodollar Loans." (e) Section 2.06 designated "Voluntary Termination or Reduction of Revolving, there may not be more than ten (10) different Interest Periods Swing Line and/or Special Facility Commitments" is hereby amended and restated in effect.its entirety as follows:

Conversion and Continuation Elections. (a) The Borrower Company may, upon irrevocable written notice to the Co-Administrative Agent in accordance with this Section 2.5:SUBSECTION 2.04(b): (i) elect, as of any Business Day, in the case of Base Rate Loans or Federal Funds Rate Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of LoanOffshore Rate Loans, to convert any such Loan Loans (or any part thereof in an amount not less than $10,000,000), 500,000 or that is in an integral multiple of $100,000 in excess thereof) into Loans of any other Type; or (ii) elect as of the last day of the applicable Interest Period, to continue any Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $10,000,000500,000, or that is in an integral multiple of $100,000 in excess thereof); providedPROVIDED, that if at any time the aggregate amount of Eurodollar Offshore Rate Loans denominated in Dollars in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,000, 500,000 such Eurodollar Offshore Rate Loans denominated in Dollars shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate. (b) The Borrower Company shall deliver a Notice of Conversion/Continuation to be received by the Co-Administrative Agent not later than 10:00 a.m. San Francisco time for a Eurodollar Rate Loan, and not later than 11:00 a.m. San Francisco time for a Base Rate Loan or a Federal Funds Rate Loan, 12:00 p.m. (Chicago time) at least (i) three Business Days in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into or continued as a Eurodollar Offshore Rate Loan; and Loans in Dollars, (ii) the same four Business Day as Days in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into a or continued as Offshore Currency Loans, and (iii) on the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loan or Federal Funds Rate LoanLoans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of the Loan or Loans to be converted or renewedcontinued; (C) the Type of Loan or Loans resulting from the proposed conversion or continuationcontinuation and in the case of an Offshore Rate Loan, the Applicable Currency; and (D) other than in the case of conversions into Base Rate Loans or Federal Funds Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Eurodollar Offshore Rate LoansLoans denominated in Dollars, the Borrower Company has failed to select timely a new Interest Period to be applicable to such Eurodollar Offshore Rate Loans, or if any Default or Event of Default then exists, the Borrower Company shall be deemed to have elected to convert such Eurodollar Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If the Company has failed to select a new Interest Period to be applicable to Offshore Currency Loans prior to the fourth Business Day in advance of the expiration date of the current Interest Period applicable thereto as provided in SUBSECTION 2.04(b), or if any Default or Event of Default shall then exist, subject to the provisions of SUBSECTION 2.06(d), the Company shall be deemed to have elected to continue such Offshore Currency Loans on the basis of a one-month Interest Period. (d) The Co-Administrative Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the BorrowerCompany, the Co-Administrative Agent will promptly notify each Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans Loans, with respect to which the notice was given as given, held by each Lender. (e) Unless the Required Lenders otherwise agree, during the existence of a Default or Event of Default, the Borrower may not elect to have a Loan converted into or continued as a Eurodollar Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than ten (10) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower Company may, upon irrevocable written notice to the Administrative Agent in accordance with this Section 2.5:subsection 2.4(b): (i) elect, as of any Business Day, in the case of Base Rate Loans or Federal Funds Rate Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of LoanEurodollar Rate Loans, to convert any such Loan Loans (or any part thereof in an amount not less than $10,000,000)5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of any other Type; or (ii) elect as of the last day of the applicable Interest Period, to continue any Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $10,000,000); provided, that if at any time the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,0005,000,000, such Eurodollar Rate Loans shall automatically convert into Base Rate Loans. (b) The Borrower Company shall deliver a Notice of Conversion/Conversion/ Continuation to be received by the Administrative Agent not later than 10:00 a.m. San Francisco time for a Eurodollar Rate Loan, and not later than 11:00 a.m. San Francisco time for a Base Rate Loan or a Federal Funds Rate Loan, (New York City time) at least (i) three Business Days in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into or continued as a Eurodollar Rate LoanLoans; and (ii) the same one Business Day as in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into a Base Rate Loan or Federal Funds Rate LoanLoans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of the Loan or Loans to be converted or renewedcontinued; (C) the Type of Loan or Loans resulting from the proposed conversion or continuation; and (D) other than in the case of continuations of or conversions into Base Rate Loans or Federal Funds Eurodollar Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Eurodollar Rate Loans, the Borrower Company has failed to select timely a new Interest Period to be applicable to such Eurodollar Rate Loans, or if any Default or Event of Default then exists, the Borrower Company shall be deemed to have elected to convert such Eurodollar Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Administrative Agent will promptly notify each Lender Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the BorrowerCompany, the Administrative Agent will promptly notify each Lender Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each LenderBank. (e) Unless the Required Lenders Majority Banks otherwise agree, with respect to all Loans during the existence of a Default or Event of Default, the Borrower Company may not elect to have a Loan converted into or continued as a an Eurodollar Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than ten (10) 10 different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower Holdings may, upon irrevocable written notice to the Administrative Agent in accordance with this Section 2.5:2.04(b): (i) elect, as of any Business Day, in the case of Base Rate Loans or Federal Funds Rate Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of LoanOffshore Rate Loans, to convert any such Loan Loans (or any part thereof in an amount not less than $10,000,000), a Minimum Amount) into Loans of any other Type; or (ii) elect elect, as of the last day of the applicable Interest Period, to continue any Revolving Loans or Term B Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $10,000,000a Minimum Amount); provided, provided that if at any time the aggregate amount of Eurodollar Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,0005,000,000, such Eurodollar Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of Holdings to continue such Loans as, and convert such Loans into, Offshore Rate Loans, shall terminate. (b) The Borrower Holdings shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent (i) not later than 10:00 9:00 a.m. (San Francisco time for a Eurodollar Rate Loan, and not later than 11:00 a.m. San Francisco time for a Base Rate Loan or a Federal Funds Rate Loan, time) at least three (i3) three Business Days in advance of the Conversion/Conversion/ Continuation Date, as to any Loan that is if the Loans are to be converted into or continued as a Eurodollar Offshore Rate LoanLoans; and (ii) the same Business Day as prior to 9:00 a.m. (San Francisco time) on the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into a Base Rate Loan or Federal Funds Rate LoanLoans, specifying: (Ai) the proposed Conversion/Continuation Date; (Bii) the aggregate amount of the Loan or Loans to be converted or renewedcontinued; (Ciii) the Type of Loan or Loans resulting from the proposed conversion or continuation; and (Div) other than in the case of conversions into Base Rate Loans or Federal Funds Rate Loans, the duration of the requested Interest Period, subject to the provisions of the definition of “Interest Period” herein. (c) If upon the expiration of any Interest Period applicable to Eurodollar Offshore Rate Loans, the Borrower Holdings has failed to select timely a new Interest Period to be applicable to such Eurodollar Offshore Rate Loans, as the case may be, or if any Default or Event of Default then exists, the Borrower Holdings shall be deemed to have elected to convert such Eurodollar Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the BorrowerHoldings, the Administrative Agent will promptly notify each Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each Lender. (e) Unless the Required Majority Lenders otherwise agreeconsent, during the existence of a Default or Event of Default, the Borrower Holdings may not elect to have a Loan converted into or continued as a Eurodollar an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, unless the Administrative Agent shall otherwise consent, there may not be more than ten eight (10) 8) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The As to any Loans comprising a Borrowing, the Borrower may, upon irrevocable written notice to the Administrative Agent in accordance with this Section 2.5clause (b) below: (i) elect, as of any Business Day, in the case of Base Rate Loans or Federal Funds Rate Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of LoanOffshore Rate Loans, to convert any such Loan Loans (or any part thereof in an amount not less than $10,000,000)3,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of any other TypeType of Loans; or (ii) elect elect, as of the last day of the applicable Interest Period, to continue any Offshore Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $10,000,0003,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Eurodollar Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,0005,000,000, such Eurodollar Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Borrower to continue such Loans as, and convert such Loans into, Offshore Rate Loans, as the case may be, shall terminate. (b) The Borrower shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent not later than 10:00 a.m. 9:00 A.M. (San Francisco time for a Eurodollar Rate Loan, and not later than 11:00 a.m. San Francisco time for a Base Rate Loan or a Federal Funds Rate Loan, time) at least (i) three Business Days in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into or continued as a Eurodollar Offshore Rate LoanLoans; and (ii) the same one Business Day as in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into a Base Rate Loan or Federal Funds Rate LoanLoans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of the Loan or Loans to be converted or renewed; (C) the Type of Loan or Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans or Federal Funds Offshore Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Eurodollar Offshore Rate Loans, the Borrower has failed to select timely a new Interest Period to be applicable to such Eurodollar Offshore Rate Loans, Loans or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such Eurodollar Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Administrative Agent will promptly notify each Lender Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Borrower, the Administrative Agent will promptly notify each Lender Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each LenderBank. (e) Unless the Required Lenders Banks otherwise agree, during the existence of a Default or Event of Default, the Borrower may not elect to have a Loan converted into or continued as a Eurodollar an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than ten eight (10) 8) different Interest Periods in effecteffect for all Loans hereunder.

Conversion and Continuation Elections. (a) The Borrower may, upon irrevocable written notice to the Agent in accordance with this Section 2.5:: NYDOCS02/1119845 (i) elect, as of any Business Day, in the case of Base Rate Loans or Federal Funds Rate Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of Loan, to convert any such Loan (or any part thereof in an amount not less than $10,000,000), into Loans of any other Type; or (ii) elect as of the last day of the applicable Interest Period, to continue any Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $10,000,000); provided, that if at any time the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,000, such Eurodollar Rate Loans shall automatically convert into Base Rate Loans. (b) The Borrower shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 10:00 a.m. San Francisco time for a Eurodollar Rate Loan, and not later than 11:00 a.m. San Francisco time for a Base Rate Loan or a Federal Funds Rate Loan, at least (i) three Business Days in advance of the Conversion/Continuation Date, as to any Loan that is to be converted into or continued as a Eurodollar Rate Loan; and (ii) the same Business Day as the Conversion/Continuation Date, as to any Loan that is to be converted into a Base Rate Loan or Federal Funds Rate Loan, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of the Loan or Loans to be converted or renewed; (C) the Type of Loan or Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans or Federal Funds Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Eurodollar Rate Loans, the Borrower has failed to select timely a new Interest Period to be applicable to such Eurodollar Rate Loans, or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such Eurodollar Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Borrower, the Agent will promptly notify each Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each Lender.. NYDOCS02/1119845 (e) Unless the Required Lenders otherwise agree, during the existence of a Default or Event of Default, the Borrower may not elect to have a Loan converted into or continued as a Eurodollar Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than ten (10) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower Company may, upon irrevocable written notice to the Agent in accordance with this Section 2.5:subsection 2.4(b): (i) elect, as of any Business Day, in the case of Base Rate Loans or Federal Funds Rate Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of LoanOffshore Rate Loans, to convert any such Loan Loans (or any part thereof in an amount not less than $10,000,000)2,000,000, or that is in an integral multiple of $500,000 in excess of $2,000,000) into Loans of any other Type; or (ii) elect elect, as of the last day of the applicable Interest Period, to continue any Offshore Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $10,000,0002,000,000, or that is in an integral multiple of $500,000 in excess of $2,000,000); provided, provided that if at any time the aggregate amount of Eurodollar Offshore Rate Loans in -------- ---- respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,0002,000,000, such Eurodollar Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans, as the case may be, shall terminate. (b) The Borrower Company shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 10:00 a.m. San Francisco time for a Eurodollar Rate Loan, and not later than 11:00 a.m. San Francisco time for a Base Rate Loan or a Federal Funds Rate Loan, at least (i) 9:00 a.m. (San Francisco time) at least three Business Days in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into or continued as a Eurodollar Offshore Rate LoanLoans; and (ii) the same Business Day as 8:30 a.m. (San Francisco time) on the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into a Base Rate Loan or Federal Funds Rate LoanLoans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of the Loan or Loans to be converted or renewedcontinued; (C) the Type of Loan or Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans or Federal Funds Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Eurodollar Offshore Rate Loans, the Borrower Company has failed to select timely a new Interest Period to be applicable to such Eurodollar Offshore Rate Loans, Loans or if any Default or Event of Default then exists, the Borrower Company shall be deemed to have elected to convert such Eurodollar Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender Bank of its receipt of a Notice of Conversion/ContinuationContinuation for Loans, or, if no timely notice is provided by the BorrowerCompany, the Agent will promptly notify each Lender Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans held by each Bank with respect to which the notice was given as held by each Lendergiven. (e) Unless the Required Lenders Majority Banks otherwise agreeconsent, during the existence of a Default or Event of Default, the Borrower Company may not elect to have a Loan converted into or continued as a Eurodollar Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, unless the Agent shall otherwise consent, there may not be more than ten five (105) different Interest Periods in effecteffect with respect to Loans.

Conversion and Continuation Elections. (a) The Borrower may, upon irrevocable written notice to the Agent Bank in accordance with this Section 2.5:subsection 2.4(b): (i) elect, as of any Business Day, in the case of Base Rate Loans or Federal Funds Rate Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of LoanLoans, to convert any such Loan Loans (or any part thereof in an amount not less than $10,000,000), 500,000 or any multiple thereof) into Loans of any other Type; or (ii) elect elect, as of the last day of the applicable Interest Period, to continue any Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $10,000,000500,000 or any multiple thereof); provided, provided that if at any time the aggregate amount of Eurodollar any Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,000500,000, such Eurodollar Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Borrower to continue such Loans as, and convert such Loans into Offshore Rate Loans shall terminate. (b) The Borrower shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 10:00 a.m. San Francisco time for a Eurodollar Rate Loan, and Bank not later than 11:00 a.m. (San Francisco time for a Base Rate Loan or a Federal Funds Rate Loan, time) at least (i) three Business Days in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into or continued as a Eurodollar Offshore Rate LoanLoans; and (ii) the same Business Day as on the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into a Base Rate Loan or Federal Funds Rate LoanLoans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of the Loan or Loans to be converted or renewedcontinued; (C) the Type of Loan or Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans or Federal Funds Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Eurodollar an Offshore Rate LoansLoan, the Borrower has failed to select timely a new Interest Period to be applicable to such Eurodollar Offshore Rate Loans, as the case may be, or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such Eurodollar Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Borrower, the Agent will promptly notify each Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each Lender. (e) Unless the Required Lenders otherwise agree, during During the existence of a Default or Event of Default, the Borrower may not elect to have a Loan converted into or continued as a Eurodollar an Offshore Rate Loan. (fe) After giving effect to any conversion or continuation of Loans, unless the Bank shall otherwise consent, there may not be more than ten (10) 10 different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower may, upon irrevocable written notice to the Agent Lender in accordance with this Section 2.5:Subsection 3.2(b): (i) elect, as of any Business DayDay ("CONVERSION/CONTINUATION DATE"), in the case of Base Reference Rate Revolving Loans or Federal Funds Rate Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of Loan, to convert any such Loan Loans (or any part thereof in an amount not less than $10,000,000)500,000, or that is in an integral multiple of $500,000 in excess thereof) into Loans of any other TypeLIBOR Revolving Loans; or (ii) elect elect, as of the last day of the applicable Interest PeriodPeriod ("CONVERSION/CONTINUATION DATE"), to continue any LIBOR Revolving Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $10,000,000500,000 or that is in an integral multiple of $500,000 in excess thereof); providedPROVIDED, that if at any time the aggregate amount of Eurodollar Rate LIBOR Revolving Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,000500,000, such Eurodollar Rate LIBOR Revolving Loans shall automatically convert into Base Reference Rate Revolving Loans, and on and after such date the right of the Borrower to continue such Loans as, and convert such Loans into, LIBOR Revolving Loans, as the case may be, shall terminate. (b) The Borrower shall deliver a Notice of Conversionnotice ("NOTICE OF CONVERSION/Continuation CONTINUATION") to be received by the Agent Lender not later than 10:00 10:30 a.m. San Francisco time for a Eurodollar Rate Loan, and not later than 11:00 a.m. San Francisco time for a Base Rate Loan or a Federal Funds Rate Loan, (Pacific time) at least (i) three two Business Days in advance of the Conversion/Continuation Datedate of conversion or continuing, as to any Loan that is if the Loans are to be converted into or continued as a Eurodollar LIBOR Revolving Loans and not later than 10:30 a.m. on the date of conversion or continuing, in the case of Reference Rate Loan; Revolving Loans, and (ii) the same Business Day as the Conversion/Continuation Date, as to any Loan that is to be converted into a Base Rate Loan or Federal Funds Rate Loan, specifying: (A) the proposed Conversion/Conversion/ Continuation Date; (B) the aggregate amount of the Loan or Loans to be converted or renewedcontinued; (C) the Type type of Loan or Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans or Federal Funds Rate with respect to LIBOR Revolving Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Eurodollar Rate LIBOR Revolving Loans, the Borrower has failed to select timely a new Interest Period to be applicable to such Eurodollar Rate Loans, LIBOR Revolving Loans or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such Eurodollar Rate LIBOR Revolving Loans into Base Reference Rate Revolving Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Borrower, the Agent will promptly notify each Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each Lender. (e) Unless the Required Lenders otherwise agree, during During the existence of a Default or an Event of Default, the Borrower may not elect to have a Loan converted into or continued as a Eurodollar Rate LIBOR Revolving Loan. (fe) After giving effect to any conversion or continuation of Loans, there may not be more than ten four (104) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Each Borrower may, with respect to any Borrowing of A/R Loans made by such Borrower, upon irrevocable written notice to the Agent Lender in accordance with this Section 2.5:Subsection 3.2(b): (i) elect, as of any Business Day, in the case of Base Rate A/R Loans or Federal Funds which are Reference Rate Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of Loan, to convert any such Loan Loans (or any part thereof in an amount not less than $10,000,000)2,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of any other TypeLIBOR Rate Loans; or (ii) elect elect, as of the last day of the applicable Interest Period, to continue any A/R Loans which are LIBOR Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $10,000,0002,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Eurodollar LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,0001,000,000, such Eurodollar LIBOR Rate Loans shall automatically convert into Base Reference 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, as the case may be, shall terminate. (b) The relevant Borrower shall deliver a notice of conversion or continuation ("Notice of Conversion/Continuation Continuation") to be received by the Agent not later than 10:00 a.m. San Francisco time for a Eurodollar Rate Loan, and Lender (A) not later than 11:00 a.m. San Francisco time for a Base Rate Loan or a Federal Funds Rate Loana.m.(Los Angeles, California time) at least three (i3) three Business Days in advance of the Conversion/Continuation Datedate of conversion or continuation, as to any Loan that is if the Loans are to be converted into or continued as a Eurodollar LIBOR Rate Loan; Loans and (iiB) not later than 10:00 a.m. (Los Angeles, California time) on the same Business Day as date of conversion or continuation if the ConversionA/Continuation Date, as to any Loan that is R Loans are to be converted into a Base or continued as Reference Rate Loan or Federal Funds Rate Loan, Loans and specifying: (Ai) the proposed Conversion/Continuation Date; (Bii) the aggregate amount of the Loan or A/R Loans to be converted or renewedcontinued; (Ciii) the Type type of Loan or A/R Loans resulting from the proposed conversion or continuation; and; (Div) other than the Borrower in the case respect of conversions into Base Rate Loans or Federal Funds Rate Loans, the duration of the requested Interest Periodwhom such Borrowing was made. (c) If upon the expiration of any Interest Period applicable to Eurodollar LIBOR Rate Loans, the relevant Borrower has failed to select timely a new Interest Period to be applicable to such Eurodollar LIBOR Rate Loans, Loans or if any Default Event or Event of Default then exists, the relevant Borrower shall be deemed to have elected to convert such Eurodollar LIBOR Rate Loans into Base Reference Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Borrower, the Agent will promptly notify each Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each Lender. (e) Unless the Required Lenders otherwise agree, during the existence of a Default or Event of Default, the Borrower may not elect to have a Loan converted into or continued as a Eurodollar Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than ten (10) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower Company may, upon irrevocable written notice to the Agent in accordance with this Section 2.5:subsection 2.4(b): (i) elect, elect as of any Business Day, in the case of Base Rate Loans or Federal Funds Rate Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of LoanOffshore Rate Loans, to convert any such Loan Loans (or any part thereof in an aggregate minimum amount not less than of $10,000,000)3,000,000, or any integral multiple of $500,000 in excess thereof) into Loans of any other Type; or (ii) elect as of the last day of the applicable Interest Period, to continue any Loans having Interest Periods expiring on such day (or any part thereof in an aggregate minimum amount not less than of $10,000,0003,000,000, or any integral multiple of $500,000 in excess thereof); provided, that if at any time the aggregate amount of Eurodollar Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,000500,000, such Eurodollar Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate. (b) The Borrower Company shall deliver a Notice of Conversion/Continuation (which notice may be delivered telephonically and confirmed in writing on the same day) to be received by the Agent (i) not later than 10:00 a.m. (San Francisco time for a Eurodollar Rate Loan, and not later than 11:00 a.m. San Francisco time for a Base Rate Loan or a Federal Funds Rate Loan, time) at least (i) three Business Days in advance of the Conversion/Conversion/ Continuation Date, as to any Loan that is if the Loans are to be converted into or continued as a Eurodollar Offshore Rate LoanLoans; and (ii) not later than 8:00 a.m. (San Francisco time) on the same Business Day as the Conversion/Conversion/ Continuation Date, as to any Loan that is if the Loans are to be converted into a Base Rate Loan or Federal Funds Rate LoanLoans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of the Loan or Loans to be converted or renewed; (C) the Type of Loan or Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans or Federal Funds Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Eurodollar Offshore Rate Loans, the Borrower Company has failed to select timely a new Interest Period to be applicable to such Eurodollar Offshore Rate Loans, or if any Default or Event of Default then existsexists or if the Company has not delivered to the Agent a notice of prepayment with respect thereto, the Borrower Company shall be deemed to have elected to convert such Eurodollar Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the BorrowerCompany, the Agent will promptly notify each Lender Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each LenderBank. (e) Unless the Required Lenders Banks otherwise agree, during the existence of a Default or Event of Default, the Borrower Company may not elect to have a Loan converted into or continued as a Eurodollar an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than ten (10) five different Interest Periods in effecteffect in respect of all Loans together then outstanding.

Conversion and Continuation Elections. (a) The Borrower may, upon irrevocable written notice or telephonic notice confirmed in writing within 24 hours to the Agent in accordance with this Section 2.5:2.4(b): (i) elect, as of any Business Day, in the case of Base Rate Loans or Federal Funds Rate Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of LoanLoans, to convert any such Loan Loans (or any part thereof in an amount not less than $10,000,000), 1,000,000 or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of any other Type; or (ii) elect elect, as of the last day of the applicable Interest Period, to continue any Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $10,000,0001,000,000 or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Eurodollar Offshore Rate Loans in respect of any Borrowing is reduced, reduced by payment, prepayment, prepayment or conversion of part thereof to be less than $10,000,0001,000,000, such Eurodollar Offshore Rate Loans shall automatically convert into Base Federal Funds Rate Loans, and on and after such date, the right of the Borrower to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate. Notwithstanding anything to the contrary, no Loan shall be outstanding for a period of more than sixty (60) days, and there shall be no more than three Interest Periods in respect of an Offshore Rate Loan. (b) The Borrower shall deliver a Notice of Conversion/Continuation Notice to be received by the Agent not later than 10:00 9:00 a.m. (San Francisco time for a Eurodollar Rate Loan, and not later than 11:00 a.m. San Francisco time for a Base Rate Loan or a Federal Funds Rate Loan, time) at least (i) three Business Days in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into or continued as a Eurodollar Offshore Rate Loan; Loans, and (ii) the same Business Day as on the Conversion/Continuation Date, as to any Loan that is if the Loans are to be continued or converted into a Base Rate Loan or Federal Funds Rate LoanLoans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of the Loan or Loans to be converted or renewedcontinued; (C) the Type of Loan or Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans or Federal Funds Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Eurodollar Rate Loans, the Borrower has failed to select timely a new Interest Period to be applicable to such Eurodollar Rate Loans, or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such Eurodollar Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Borrower, the Agent will promptly notify each Lender of the details of any automatic conversionContinuation Notice. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each LenderBank. (e) Unless the Required Lenders otherwise agree, during the existence of a Default or Event of Default, the Borrower may not elect to have a Loan converted into or continued as a Eurodollar Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than ten (10) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower Company may, upon irrevocable written notice to the Agent in accordance with this Section 2.5:subsection 2.6(b): (i) elect, as of any Business Day, in the case of Base Rate Loans or Federal Funds Rate Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of LoanLoans, to convert any such Loan Loans (or any part thereof in an amount not less than $10,000,000)5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of any other Type; or (ii) elect elect, as of the last day of the applicable Interest Period, to continue any Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $10,000,0005,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of CD Rate Loans or Eurodollar Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,0005,000,000, such CD Rate Loans or Eurodollar Rate Loans shall automatically convert into Base Rate Loans. (b) The Borrower Company shall deliver a Notice of Conversion/Conversion/ Continuation to be received by the Administrative Agent not later than 10:00 a.m. San Francisco time for a Eurodollar Rate Loan, and not later than 11:00 a.m. San Francisco time for a Base Rate Loan or a Federal Funds Rate Loan, (New York City time) at least (i) three Business Days in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into or continued as a Eurodollar Rate LoanLoans; and (ii) the same two Business Day as Days in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into a or continued as CD Rate Loans; and (iii) one Business Day in advance of the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loan or Federal Funds Rate LoanLoans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of the Loan or Loans to be converted or renewedcontinued; (C) the Type of Loan or Loans resulting result from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans or Federal Funds Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to CD Rate Loans or Eurodollar Rate Loans, the Borrower Company has failed to select timely a new Interest Period to be applicable to such CD Rate Loans or Eurodollar Rate Loans, as the case may be, or if any Default, Event of Default, Guarantor Default or Guarantor Event of Default then exists, or, with respect to the Facility B Loans, any Company Default or Company Event of Default then exists, the Borrower Company shall be deemed to have elected to convert such CD Rate Loans or Eurodollar Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Administrative Agent will promptly notify each Lender Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the BorrowerCompany, the Administrative Agent will promptly notify each Lender Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each LenderBank. (e) Unless the Required Lenders Majority Banks otherwise agree, with respect to all Loans during the existence of a Default, Event of Default, Guarantor Default or Guarantor Event of Default or, with respect to Facility B Loans, during the existence of a Company Default or Company Event of Default, the Borrower Company may not elect to have a Loan converted into or continued as an Eurodollar Rate Loan or a Eurodollar CD Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than ten (10) 10 different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower may, upon irrevocable written notice to the Administrative Agent in accordance with this Section 2.5:2.04(b): (i) elect, as of any Business Day, in the case of Base Rate Loans or Federal Funds Rate Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of LoanEurodollar Rate Loans, to convert any such Loan Loans (or any part thereof in an amount not less than $10,000,000)3,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of any the other Type; or (ii) elect as of the last day of the applicable Interest Period, to continue as Eurodollar Rate Loans any Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $10,000,0003,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,0003,000,000, such Eurodollar Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Borrower to continue such Loans as, and convert such Loans into, Eurodollar Rate Loans shall terminate. (b) The Borrower shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent not later than 10:00 9:00 a.m. San Francisco time for a Eurodollar Rate Loan, and not later than 11:00 a.m. San Francisco time for a Base Rate Loan or a Federal Funds Rate Loan, at least (i) three Business Days in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into or continued as a Eurodollar Rate LoanLoans; and (ii) the same one Business Day as in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into a Base Rate Loan or Federal Funds Rate LoanLoans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount and Class of the Loan or Loans to be converted or renewed; (C) the Type of Loan or Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans or Federal Funds Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Eurodollar Rate Loans, the Borrower has failed to select timely a new Interest Period within the time period specified in Section 2.04(b) to be applicable to such Eurodollar Rate Loans, or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such Eurodollar Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Administrative Agent will promptly notify each Lender Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the BorrowerBorrower within the time period specified in Section 2.04(b), the Administrative Agent will promptly notify each Lender Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each LenderBank. (e) Unless the Required Lenders Majority Banks otherwise agree, during the existence of a Default or Event of Default, the Borrower may not elect to have a Loan converted into or continued as a Eurodollar Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than ten (10) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Each Borrower may, upon irrevocable written notice to the Agent in accordance with this Section 2.5:2.4(b): (i) elect, as of any Business Day, in the case of Base Rate Loans or Federal Funds Rate Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of LoanOffshore Rate Loans, to convert any such Loan Loans (or any part thereof in an amount not less than $10,000,000)5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of any other Type; or (ii) elect elect, as of the last day of the applicable Interest Period, to continue any Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $10,000,0005,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Eurodollar Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,0005,000,000, such Eurodollar Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the applicable Borrower to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate. (b) The applicable Borrower shall deliver a Notice of Conversion/Conversion/ Continuation to be received by the Agent not later than 10:00 a.m. San Francisco time for a Eurodollar Rate Loan, and not later than 11:00 a.m. San Francisco time for a Base Rate Loan or a Federal Funds Rate Loan, (Charlotte time) at least (i) three Business Days in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into or continued as a Eurodollar Offshore Rate LoanLoans; and (ii) the same Business Day as on the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into a Base Rate Loan Loans or Federal Funds Rate LoanLoans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of the Loan or Loans to be converted or renewed; (C) the Type of Loan or Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans or Federal Funds Offshore Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Eurodollar Offshore Rate Loans, the a Borrower has failed to select timely a new Interest Period to be applicable to such Eurodollar Offshore Rate Loans, or if any Default or Event of Default then exists, the applicable Borrower shall be deemed to have elected to convert such Eurodollar Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the applicable Borrower, the Agent will promptly notify each Lender Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each LenderBank. (e) Unless the Required Lenders Majority Banks otherwise agree, during the existence of a Default or Event of Default, the Borrower Borrowers may not elect to have a Loan Loans converted into or continued as a Eurodollar an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than ten (10) five different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower mayCompany may in respect of its outstanding Loans, upon irrevocable written notice to the Administrative Agent in accordance with this Section 2.5:subsection 2.4(b): (i) elect, as of any Business Day, in the case of Base Rate Loans or Federal Funds Rate Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of LoanLoans, to convert any such Loan Loans (or any part thereof in an amount not less than $10,000,000), or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of any other Type; or (ii) elect elect, as of the last day of the applicable Interest Period, to continue any Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $10,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Eurodollar Offshore Rate Loans in -------- respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,000, such Eurodollar Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate. (b) The Borrower Company, in the case of a conversion or continuation of a Loan, shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent not later than 10:00 9:00 a.m. (San Francisco time for a Eurodollar Rate Loan, and not later than 11:00 a.m. San Francisco time for a Base Rate Loan or a Federal Funds Rate Loan, at least time) (i) three Business Days in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into or continued as a Eurodollar Offshore Rate LoanLoans denominated in Dollars; and (ii) the same Business Day as on the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into a Base Rate Loan or Federal Funds Rate Loan, specifyingLoans. Each Notice of Conversion/Continuation shall specify: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of the Loan or Loans to be converted or renewed; (C) the Type of Loan or Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans or Federal Funds Rate Loans, the duration of the requested Interest Period. (c) If If, upon the expiration of any Interest Period applicable to Eurodollar Offshore Rate Loans, the Borrower Company has failed to select in a timely manner a new Interest Period to be applicable to such Eurodollar Offshore Rate Loans, or if any Default or Event of Default then exists, the Borrower Company shall be deemed to have elected to convert such Eurodollar Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Administrative Agent will promptly notify each Lender Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the BorrowerCompany, the Administrative Agent will promptly notify each Lender Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans held by each Bank with respect to which the notice was given as held by each Lendergiven. (e) Unless the Required Lenders Majority Banks otherwise agree, during the existence of a Default or Event of Default, the Borrower Company may not elect to have a Loan converted into or continued as a Eurodollar an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than ten (10) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower may, upon irrevocable written notice to the Administrative Agent in accordance with this Section 2.5:subsection 2.04(b): (i) elect, as of any Business Day, in the case of Base Rate Loans or Federal Funds Rate Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of LoanEurodollar Rate Loans, to convert any such Loan Loans (or any part thereof in an amount not less than $10,000,000)3,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of any the other Type; or (ii) elect as of the last day of the applicable Interest Period, to continue as Eurodollar Rate Loans any Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $10,000,0003,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,0003,000,000, such Eurodollar Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Borrower to continue such Loans as, and convert such Loans into, Eurodollar Rate Loans shall terminate. (b) The Borrower shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent not later than 10:00 9:00 a.m. San Francisco time for a Eurodollar Rate Loan, and not later than 11:00 a.m. San Francisco time for a Base Rate Loan or a Federal Funds Rate Loan, at least (i) three Business Days in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into or continued as a Eurodollar Rate LoanLoans; and (ii) the same one Business Day as in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into a Base Rate Loan or Federal Funds Rate LoanLoans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of the Loan or Loans to be converted or renewed; (C) the Type of Loan or Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans or Federal Funds Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Eurodollar Rate Loans, the Borrower has failed to select timely a new Interest Period within the time period specified in subsection 2.04(b) to be applicable to such Eurodollar Rate Loans, or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such Eurodollar Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Administrative Agent will promptly notify each Lender Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the BorrowerBorrower within the time period specified in subsection 2.04(b), the Administrative Agent will promptly notify each Lender Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each LenderBank. (e) Unless the Required Lenders Majority Banks otherwise agree, during the existence of a Default or Event of Default, the Borrower may not elect to have a Loan converted into or continued as a Eurodollar Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than ten three (103) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower Holdings may, upon irrevocable written notice to the Administrative Agent in accordance with this Section 2.5:2.04(b): (i) elect, as of any Business Day, in the case of Base Rate Loans or Federal Funds Rate Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of LoanOffshore Rate Loans, to convert any such Loan Loans (or any part thereof in an amount not less than $10,000,000), a Minimum Amount) into Loans of any other Type; or (ii) elect elect, as of the last day of the applicable Interest Period, to continue any Offshore Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $10,000,000a Minimum Amount); provided, provided that if at any time the aggregate amount of Eurodollar Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,0005,000,000, such Eurodollar Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of Holdings to continue such Loans as, and convert such Loans into, Offshore Rate Loans, shall terminate. (b) The Borrower Holdings shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent (i) not later than 10:00 9:00 a.m. (San Francisco time for a Eurodollar Rate Loan, and not later than 11:00 a.m. San Francisco time for a Base Rate Loan or a Federal Funds Rate Loan, time) at least three (i3) three Business Days in advance of the Conversion/Conversion/ Continuation Date, as to any Loan that is if the Loans are to be converted into or continued as a Eurodollar Offshore Rate LoanLoans; and (ii) the same Business Day as prior to 9:00 a.m. (San Francisco time) on the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into a Base Rate Loan or Federal Funds Rate LoanLoans, specifying: (Ai) the proposed Conversion/Continuation Date; (Bii) the aggregate amount of the Loan or Loans to be converted or renewedcontinued; (Ciii) the Type of Loan or Loans resulting from the proposed conversion or continuation; and; (Div) other than in the case of conversions into Base Rate Loans or Federal Funds Rate Loans, the duration of the requested Interest Period, subject to the provisions of the definition of “Interest Period” herein; and (v) whether such conversion or continuation shall be of Term A Loans, Term B Loans or Revolving Loans. (c) If upon the expiration of any Interest Period applicable to Eurodollar Offshore Rate Loans, the Borrower Holdings has failed to select timely a new Interest Period to be applicable to such Eurodollar Offshore Rate Loans, or if any Default or Event of Default then exists, the Borrower Holdings shall be deemed to have elected to convert such Eurodollar Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Administrative Agent will promptly notify each Term A Lender, Term B Lender and Revolving Lender, as applicable, of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the BorrowerHoldings, the Administrative Agent will promptly notify each applicable Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each Lender. (e) Unless the Required Majority Lenders otherwise agreeconsent, during the existence of a Default or Event of Default, the Borrower Holdings may not elect to have a Loan converted into or continued as a Eurodollar an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, unless the Administrative Agent shall otherwise consent, there may not be more than ten eight (10) 8) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower may, upon irrevocable written notice to the Agent in accordance with this Section 2.5: (i) elect, as of any Business Day, in the case of Base Rate Loans or Federal Funds Rate Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of Loan, to convert any such Loan (or any part thereof in an amount not less than $10,000,000), into Loans of any other Type; or (ii) elect as of the last day of the applicable Interest Period, to continue any Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $10,000,000); provided, that if at any time the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,000, such Eurodollar Rate Loans shall automatically convert into Base Rate Loans. (b) The Borrower shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 9:00 a.m. San Francisco time for a CD Rate Loan, not later than 10:00 a.m. San Francisco time for a Eurodollar Rate Loan, and not later than 11:00 a.m. San Francisco time for a Base Rate Loan or a Federal Funds Rate Loan, at least (i) three Business Days in advance of the Conversion/Continuation Date, as to any Loan that is to be converted into or continued as a Eurodollar Rate Loan; (ii) one Business Day in advance of the Conversion/Continuation Date as to any Loan that is to be converted into a CD Rate Loan; and (iiiii) the same Business Day as the Conversion/Continuation Date, as to any Loan that is to be converted into a Base Rate Loan or Federal Funds Rate Loan, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of the Loan or Loans to be converted or renewed; (C) the Type of Loan or Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans or Federal Funds Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Eurodollar Rate Loans or CD Rate Loans, the Borrower has failed to select timely a new Interest Period to be applicable to such Eurodollar Rate Loans or CD Rate Loans, or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such Eurodollar Rate Loans or CD Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Borrower, the Agent will promptly notify each Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each Lender. (e) Unless the Required Lenders otherwise agree, during the existence of a Default or Event of Default, the Borrower may not elect to have a Loan converted into or continued as a Eurodollar Rate Loan or a CD Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than ten (10) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower Company may, upon irrevocable written notice to the Agent in accordance with this Section 2.5:subsection 2.4(b): (i) elect, elect as of any Business Day, in the case of Base Rate Loans or Federal Funds Rate Syndicated Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of LoanOffshore Rate Loans, to convert any such Loan Syndicated Loans (or any part thereof in an aggregate minimum amount not less than of $10,000,000)3,000,000, or any integral multiple of $500,000 in excess thereof) into Syndicated Loans of any other Type; or (ii) elect as of the last day of the applicable Interest Period, to continue any Syndicated Loans having Interest Periods expiring on such day (or any part thereof in an aggregate minimum amount not less than of $10,000,0003,000,000, or any integral multiple of $500,000 in excess thereof); provided, that if at any time the aggregate amount of Eurodollar Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,000500,000, such Eurodollar Offshore Rate Loans shall automatically convert into Base Rate Syndicated Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate. (b) The Borrower Company shall deliver a Notice of Conversion/Continuation (which notice may be delivered telephonically and confirmed in writing on the same day) to be received by the Agent (i) not later than 10:00 a.m. (San Francisco time for a Eurodollar Rate Loan, and not later than 11:00 a.m. San Francisco time for a Base Rate Loan or a Federal Funds Rate Loan, time) at least (i) three Business Days in advance of the Conversion/Conversion/ Continuation Date, as to any Loan that is if the Syndicated Loans are to be converted into or continued as a Eurodollar Offshore Rate LoanLoans; and (ii) not later than 8:00 a.m. (San Francisco time) on the same Business Day as the Conversion/Conversion/ Continuation Date, as to any Loan that is if the Loans are to be converted into a Base Rate Loan or Federal Funds Rate LoanSyndicated Loans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of the Loan or Syndicated Loans to be converted or renewed; (C) the Type of Loan or Syndicated Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans or Federal Funds Rate Syndicated Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Eurodollar Offshore Rate Loans, the Borrower Company has failed to select timely a new Interest Period to be applicable to such Eurodollar Offshore Rate Loans, or if any Default or Event of Default then existsexists or if the Company has not delivered to the Agent a notice of prepayment with respect thereto, the Borrower Company shall be deemed to have elected to convert such Eurodollar Offshore Rate Loans into Base Rate Syndicated Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the BorrowerCompany, the Agent will promptly notify each Lender Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Syndicated Loans with respect to which the notice was given as held by each LenderBank. (e) Unless the Required Lenders Banks otherwise agree, during the existence of a Default or Event of Default, the Borrower Company may not elect to have a Syndicated Loan converted into or continued as a Eurodollar an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Syndicated Loans, there may not be more than ten (10) five different Interest Periods in effecteffect in respect of all Syndicated Loans together then outstanding.

Conversion and Continuation Elections. (a) The Borrower Company may, upon irrevocable written notice to the Agent in accordance with this Section 2.5:2.04(b): (i) elect, as of elect to convert on any Business Day, in the case of any Base Rate Loans or Federal Funds Rate Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of Loan, to convert any such Loan (or any part thereof in an amount not less than $10,000,000)5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Offshore Rate Loans of any other Type; or (ii) elect as of to convert on the last day of the applicable Interest Period, to continue Period any Offshore Rate Loans having Interest Periods expiring maturing on such day into Base Rate Loans; or (iii) elect to renew on the last day of the then current Interest Period any Offshore Rate Loans (or any part thereof in an amount not less than $10,000,0005,000,000 (or that is in an integral multiple of $1,000,000); provided, that if at any time the aggregate amount of Eurodollar Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,0005,000,000, such Eurodollar Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as Offshore Rate Loans shall terminate. (b) The Borrower Company shall deliver a Notice of Conversion/Continuation to be received by the Agent (i) not later than 10:00 a.m. (San Francisco time for a Eurodollar Rate Loan, and not later than 11:00 a.m. San Francisco time for a Base Rate Loan or a Federal Funds Rate Loan, time) at least three (i3) three Business Days in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into or continued as a Eurodollar Offshore Rate LoanLoans; and (ii) not later than 9:00 a.m. (San Francisco time) on the same Business Day as the Conversion/Conversion/ Continuation Date, as to any Loan that is if the Loans are to be converted into a Base Rate Loan or Federal Funds Rate LoanLoans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of the Loan or Loans to be converted or renewedcontinued; (C) the Type of Loan or Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans or Federal Funds Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Eurodollar any Offshore Rate Loans, the Borrower Company has failed to select timely a new Interest Period to be applicable to such Eurodollar Offshore Rate Loans, or if any Default or Event of Default then exists, the Borrower Company shall be deemed to have elected to convert such Eurodollar Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the BorrowerCompany, the Agent will promptly notify each Lender Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each LenderBank. (e) Unless the Required Lenders Majority Banks otherwise agreeconsent, during the existence of a Default or Event of Default, the Borrower Company may not elect to have a Loan converted into or continued as a Eurodollar an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, unless the Agent shall otherwise consent, there may not be more than ten six (106) different Interest Periods in effectthe aggregate in effect for Revolving Loans that are Offshore Rate Loans.

Conversion and Continuation Elections. (a) The Borrower may, upon irrevocable written notice to the Agent in accordance with this Section 2.5:2.04(b): (i) elect, as of any Business Day, in the case of Base Rate Loans or Federal Funds Rate Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of LoanLoans, to convert any such Loan Loans (or any part thereof in an amount not less than $10,000,000)5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of any other TypeOffshore Rate Loans; or (ii) elect elect, as of the last day of the applicable Interest Period, to continue any Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $10,000,000)5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) as Offshore Rate Loans with an Interest Period of the same duration; provided, that if at any time the aggregate amount of Eurodollar Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,0005,000,000, such Eurodollar Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Borrower to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate. (b) The Borrower shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 10:00 a.m. San Francisco time for a Eurodollar Rate Loan, and not later than 11:00 a.m. San Francisco time for a Base Rate Loan or a Federal Funds Rate Loan, (Chicago time) at least (i) three Business Days in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into or continued as a Eurodollar Offshore Rate LoanLoans; and (ii) the same one Business Day as in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into a Base Rate Loan or Federal Funds Rate LoanLoans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of the Loan or Loans to be converted or renewedcontinued; (C) the Type of Loan or Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans or Federal Funds Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Eurodollar Offshore Rate Loans, the Borrower has failed to select timely a new Interest Period to be applicable to such Eurodollar Offshore Rate Loans, Loans or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such Eurodollar Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Borrower, the Agent will promptly notify each Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each Lender. (e) Unless the Required Majority Lenders otherwise agreeconsent, during the existence of a Default or Event of Default, the Borrower may not elect to have a Loan funded as, converted into or continued as a Eurodollar an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, unless the Agent shall otherwise consent, there may not be more than ten five (105) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower may, upon irrevocable written notice to the Administrative Agent in accordance with this Section 2.5:2.5(b): (i) elect, as of any Business Day, in the case of Base Rate Loans or Federal Funds Rate Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of LoanLoans, to convert any such Loan Loans (or any part thereof in an amount not less than $10,000,000)5,000,000, or that is in an integral multiple of $500,000 in excess thereof) into Loans of any other Type; or (ii) elect elect, as of the last day of the applicable Interest Period, to continue any Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $10,000,000); provided, that if at any time the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is reduced, by payment, prepayment5,000,000, or conversion that is in an integral multiple of part thereof to be less than $10,000,000, such Eurodollar Rate Loans shall automatically convert into Base Rate Loans500,000 in excess thereof). (b) The Borrower shall deliver a Notice of Conversion/Conversion/ Continuation to be received by the Administrative Agent not later than 10:00 9:00 a.m. (San Francisco time for a Eurodollar Rate Loan, and not later than 11:00 a.m. San Francisco time for a Base Rate Loan or a Federal Funds Rate Loan, time) at least (ix) three Business Days in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into or continued as a Eurodollar Rate LoanLoans; and (iiy) the same one Business Day as in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into a Base Rate Loan or Federal Funds Rate LoanLoans, specifying: (Ai) the proposed Conversion/Continuation Date; (Bii) the aggregate amount of the Loan or Loans to be converted or renewedcontinued; (Ciii) the Type of Loan or Loans resulting from the proposed conversion or continuation; and (Div) other than in the case of conversions into Base Rate Loans or Federal Funds Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Eurodollar Rate Loans, the Borrower has failed to select timely a new Interest Period to be applicable to such Eurodollar Rate Loans, as the case may be, or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such Eurodollar Rate Loans shall convert automatically into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Borrower, the Administrative Agent will promptly notify each Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each Lender. (e) Unless the Required Lenders otherwise agree, during the existence of a Default or Event of Default, the Borrower may not elect to have a Loan converted into or continued as a Eurodollar Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than ten five (105) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower Company may, upon irrevocable written or telephonic notice (promptly confirmed in writing, if telephonic) to the Agent in accordance with this Section 2.5:subsection 2.4(b): (i1) elect, as of any Business Day, in the case of Base Rate Loans or Federal Funds Rate Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of LoanOffshore Rate Loans, to convert any such Loan Loans (or any part thereof in an amount not less than $10,000,000)5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of any other Type; or (ii2) elect elect, as of the last day of the applicable Interest Period, to continue any Offshore Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $10,000,0005,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Eurodollar Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,0001,000,000, such Eurodollar Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate. (b) The Borrower Company shall deliver a Notice of Conversion/Continuation give written or telephonic notice to be received by the Agent not later than 10:00 9:00 a.m. San Francisco time for a Eurodollar Rate Loan, and not later than 11:00 a.m. San Francisco time for a Base Rate Loan or a Federal Funds Rate Loan, (Chicago time) at least (i) three two Business Days in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into or continued as a Eurodollar Offshore Rate LoanLoans; and (ii) the same Business Day as on the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into a Base Rate Loan or Federal Funds Rate LoanLoans, specifying: (A1) the proposed Conversion/Continuation Date; (B2) the aggregate amount of the Loan or Loans to be converted or renewed; (C3) the Type of Loan or Loans resulting from the proposed conversion or continuation; and (D4) other than in the case of conversions into Base Rate Loans or Federal Funds continuations of Offshore Rate Loans, the duration of the requested Interest Period. Such notice, if written, shall be in the form of a Notice of Conversion/Continuation and, if telephonic, shall be confirmed with a Notice of Conversion/Continuation. (c) If upon the expiration of any Interest Period applicable to Eurodollar Offshore Rate Loans, the Borrower Company has failed to select timely a new Interest Period to be applicable to such Eurodollar Offshore Rate Loans, Loans or if any Default or Event of Default then exists, the Borrower Company shall be deemed to have elected to convert such Eurodollar Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the BorrowerCompany, the Agent will promptly notify each Lender Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each LenderBank. (e) Unless the Required Lenders Majority Banks otherwise agree, during the existence of a Default or Event of Default, the Borrower Company may not elect to have a Loan converted into or continued as a Eurodollar an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than ten (10) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower may, upon irrevocable written notice to the Agent in accordance with this Section 2.5: (i) elect, as of any Business Day, in the case of Base Rate Loans or Federal Funds Rate Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of Loan, to convert any such Loan (or any part thereof in an amount not less than $10,000,000), into Loans of any other Type; or (ii) elect as of the last day of the applicable Interest Period, to continue any Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $10,000,000); provided, that if at any time the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,000, such Eurodollar Rate Loans shall automatically convert into Base Rate Loans. (b) The Borrower shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 9:00 a.m. San Francisco time for a CD Rate Loan, not later than 10:00 a.m. San Francisco time for a Eurodollar Rate Loan, and not later than 11:00 a.m. San Francisco time for a Base Rate Loan or a Federal Funds Rate Loan, at least (i) three Business Days in advance of the Conversion/Continuation Date, as to any Loan that is to be converted into or continued as a Eurodollar Rate Loan; (ii) one Business Day in advance of the Conversion/Continuation Date as to any Loan that is to be converted into a CD Rate Loan; and (iiiii) the same Business Day as the Conversion/Continuation Date, as to any Loan that is to be converted into a Base Rate Loan or Federal Funds Rate Loan, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of the Loan or Loans to be converted or renewed; (C) the Type of Loan or Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans or Federal Funds Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Eurodollar Rate Loans or CD Rate Loans, the Borrower has failed to select timely a new Interest Period to be applicable to such Eurodollar Rate Loans or CD Rate Loans, or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such Eurodollar Rate Loans or CD Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Borrower, the Agent will promptly notify each Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each Lender. (e) Unless the Required Lenders otherwise agree, during the existence of a Default or Event of Default, the Borrower may not elect to have a Loan converted into or continued as a Eurodollar Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than ten (10) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Each Borrower may, upon irrevocable written notice to the Administrative Agent in accordance with this Section 2.5:subsection 2.4(b): (i) elect, as of any Business Day, in the case of its Base Rate Loans or Federal Funds Rate Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of Loanits Eurodollar Rate Loans, to convert any such Loan Loans (or any part thereof in an amount not less than $10,000,000)5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of any other Type; or (ii) elect elect, as of the last day of the applicable Interest Period, to continue any Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $10,000,0005,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,0005,000,000, such Eurodollar Rate Loans shall automatically convert into Base Rate Loans. (b) The applicable Borrower shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent not later than 10:00 a.m. San Francisco time for a Eurodollar Rate Loan, and not later than 11:00 a.m. San Francisco time for a Base Rate Loan or a Federal Funds Rate Loan, (New York City time) at least (i) three Business Days in advance of the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into or continued as a Eurodollar Rate LoanLoans; and (ii) the same Business Day as on the Conversion/Continuation Date, as to any Loan that is if the Loans are to be converted into a Base Rate Loan or Federal Funds Rate LoanLoans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of the Loan or Loans to be converted or renewedcontinued; (C) the Type of Loan or Loans resulting from the proposed conversion or continuation; and (D) other than in the case of continuations of or conversions into Base Rate Loans or Federal Funds Eurodollar Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Eurodollar Rate Loans, the applicable Borrower has failed to select timely a new Interest Period to be applicable to such Eurodollar Rate Loans, or if any Default or Event of Default then exists, the such Borrower shall be deemed to have elected to convert such Eurodollar Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Administrative Agent will promptly notify each Lender Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the applicable Borrower, the Administrative Agent will promptly notify each Lender Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each LenderBank. (e) Unless the Required Lenders Majority Banks otherwise agree, with respect to all Loans during the existence of a Default or Event of Default, the Borrower Borrowers may not elect to have a Loan converted into or continued as a an Eurodollar Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than ten (10) 5 different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower maymay with respect to its Loans, upon irrevocable written notice to the Agent in accordance with this Section 2.5:subsection 2.4(b): (i) elect, as of any Business Day, in the case of Base Rate Loans or Federal Funds Rate Loans, or as of the last day of the applicable Interest Period, in the case of any other Type of LoanRevolving Loans, to convert any such Loan Revolving Loans (or any part thereof in an amount not less than $10,000,000), or that is in an integral multiple of $1,000,000 in excess thereof) into Revolving Loans of any other Type; or (ii) elect as of the last day of the applicable Interest Period, to continue any Revolving Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $10,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Eurodollar Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,000, such Eurodollar Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Borrower to continue such Revolving Loans as, and convert such Loans into, Offshore Rate Loans shall terminate. (b) The Borrower shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 10:00 9:00 a.m. (San Francisco time for a Eurodollar Rate Loan, and not later than 11:00 a.m. San Francisco time for a Base Rate Loan or a Federal Funds Rate Loan, time) with respect to its Revolving Loans at least (i) three Business Days in advance of the Conversion/Continuation Date, as to any Loan that is if the Revolving Loans of the Borrower are to be converted into or continued as a Eurodollar Offshore Rate LoanLoans; and (ii) the same Business Day as on the Conversion/Continuation Date, as to any Loan that is if the Revolving Loans of the Borrower are to be converted into a Base Rate Loan or Federal Funds Rate LoanLoans, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount of the Loan or Revolving Loans to be converted or renewedcontinued; (C) the Type of Loan or Revolving Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into Base Rate Loans or Federal Funds Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Eurodollar Offshore Rate LoansLoans of the Borrower, the Borrower has failed to select timely a new Interest Period to be applicable to such Eurodollar Offshore Rate Loans, Loans or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such Eurodollar Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Borrower, the Agent will promptly notify each Lender Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given as held by each Lender. (e) Unless the Required Lenders otherwise agree, during the existence of a Default or Event of Default, the Borrower may not elect to have a Loan converted into or continued as a Eurodollar Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than ten (10) different Interest Periods in effect.and