Common use of Conversion and Continuation Elections Clause in Contracts

Conversion and Continuation Elections. (a) The Co-Borrowers may, upon irrevocable written notice to Agent in accordance with Subsection 2.05(b): (i) elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of any Eurodollar Rate Loan, to convert any such Loans into Loans of any other Type (provided, however, the principal amount of each Eurodollar Rate Loan must be at least $1,000,000.00); or (ii) elect, as of the last day of the applicable Interest Period, to continue any Loans having Interest Periods expiring on such day (provided, however, the principal amount of each Eurodollar Rate Loan must be at least $1,000,000.00); provided, however, 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 a principal amount that is less than $1,000,000.00, such Eurodollar Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Co-Borrowers to continue such Loans as, and convert such Loans into, Eurodollar Rate Loans shall terminate. (b) The Co-Borrowers shall deliver a Notice of Conversion/Continuation to be received by Agent not later than 1:00 p.m. (New York City time) on the Conversion/Continuation Date if the Loans are to be converted into Base Rate Loans; and three (3) Business Day in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Eurodollar Rate Loans, specifying: (i) the proposed Conversion/Continuation Date; (ii) the aggregate amount of Loans to be converted or continued; (iii) the Type of Loans resulting from the proposed conversion or continuation; and (iv) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Eurodollar Rate Loans, the Co-Borrowers have failed to timely select a new Interest Period to be applicable to its Eurodollar Rate Loans, or if any Default or Event of Default then exists, the Co-Borrowers 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) Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Co-Borrowers, Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans, with respect to which the notice was given, held by each Bank. Agent will promptly notify, in writing, each Bank of the amount of such Bank’s applicable percentage of that Conversion/Continuation. (e) Unless the Majority Banks otherwise agree, during the existence of a Default or Event of Default, the Co-Borrowers may not elect to have a Revolving Loan converted into or continued as a Eurodollar Rate Loan. (f) After giving effect to any Borrowing, conversion or continuation of Loans, there may not be more than ten (10) Interest Periods in effect.

Conversion and Continuation Elections. (a) The Co-Borrowers A Borrower may, as to its Loans, upon irrevocable written notice or telephonic notice confirmed in writing within 24 hours to the Agent in accordance with Subsection 2.05(bSection 2.4(b): (i) elect, as of any Business Day, in the case of Base Federal Funds Rate Loans, or as of the last day of the applicable Interest Period, in the case of any Eurodollar Rate other Type of Loans (other than a Swing Loan), to convert any such Loans (or any part thereof in an amount that is not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof) into Loans of any other Type (provided, however, the principal amount of each Eurodollar Rate Loan must be at least $1,000,000.00)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 (provided, however, the principal or any part thereof in an amount that is not less than $1,000,000 or an integral multiple of each Eurodollar Rate Loan must be at least $1,000,000.001,000,000 in excess thereof); providedprovided that, however, 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, thereof to a principal amount that is be less than $1,000,000.001,000,000, such Eurodollar Offshore Rate Loans shall automatically convert into Base Federal Funds Rate Loans, and on and after such date date, the right of the Co-Borrowers Borrower to continue such Loans as, and convert such Loans into, Eurodollar Offshore Rate Loans shall terminate. Notwithstanding anything to the contrary, no Loan shall be outstanding for a period of more than sixty (60) days (including, in the case of a Loan that was initially made as a Swing Loan, the days during which such Loan was a Swing Loan) and there shall be no more than three Interest Periods in respect of an Offshore Rate Loan with respect to each Borrower. (b) The Co-Borrowers relevant Borrower shall deliver a Notice of Conversion/Continuation Notice as to its Loans to be received by the Agent not later than 1:00 p.m. 12:00 noon (New York City Eastern time) on the Conversion/Continuation Date if the Loans are to be converted into Base Rate Loans; and at least (i) three (3) Business Day Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Eurodollar Offshore Rate Loans, and (ii) on the Conversion/Continuation Date, if the Loans are to be continued or converted into Federal Funds Rate Loans, specifying: (iA) the proposed Conversion/Continuation Date; (iiB) the aggregate amount of Loans to be converted or continued; (iiiC) the Type of Loans resulting from the proposed conversion or continuation; and (ivD) other than in the case of conversions into Base 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 Co-Borrowers have failed to timely select a new Interest Period to be applicable to its Eurodollar Rate Loans, or if any Default or Event of Default then exists, the Co-Borrowers 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 Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Co-Borrowers, Agent will promptly notify each Bank 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, Loans with respect to which the notice was given, given held by each Bank. Agent will promptly notify, in writing, each Bank of the amount of such Bank’s applicable percentage of that Conversion/Continuation. (ed) Unless the Majority Banks otherwise agree, during the existence of a Default or Event of Defaultwith respect to a Borrower, the Co-Borrowers such Borrower may not elect to have a Revolving Loan converted into or continued as a Eurodollar an Offshore Rate Loan. (f) After giving effect to any Borrowing, conversion or continuation of Loans, there may not be more than ten (10) Interest Periods in effect.

Conversion and Continuation Elections. (a) The Co-Borrowers Borrower may, upon irrevocable written notice to the Administrative Agent in accordance with Subsection 2.05(b2.04(b): (i) elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of any Eurodollar Offshore Rate Loan, to convert any such Loans into Loans of any other Type (provided, however, that the principal amount Offshore Effective Amount of each Eurodollar Offshore Rate Loan must be at least $1,000,000.0015,000,000); 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 (provided, however, that the principal amount Offshore Effective Amount of each Eurodollar Offshore Rate Loan must be at least $1,000,000.0015,000,000); provided, however, 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 a principal amount that is have an Offshore Effective Amount of less than $1,000,000.0015,000,000, such Eurodollar Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Co-Borrowers Borrower to continue such Loans as, and convert such Loans into, Eurodollar Offshore Rate Loans shall terminate. (b) The Co-Borrowers Borrower shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent not later than 1:00 p.m. (New York City time) on two (2) Business Days immediately preceding the Conversion/Continuation Date if the Loans are to be converted into Base Rate Loans; and three four (34) Business Day Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Eurodollar Offshore Rate Loans, specifying: (i) the proposed Conversion/Continuation Date; (ii) the aggregate amount of Loans to be converted or continued; (iii) the Type of Loans resulting from the proposed conversion or continuation; and; (iv) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period; and (v) whether such Notice of Conversion/Continuation is “revocable” or “irrevocable”(by checking the applicable box on such notice). If a Notice of Conversion/Continuation is “irrevocable”, the deadlines set forth in Section 2.04(b) above shall be reduced by one (1) Business Day so that with respect to Loans to be converted to Base Rate Loans, the deadline for notice shall be not later than 1:00 p.m. (New York City time) one (1) Business Day immediately preceding the Conversion/Continuation Date, and with respect to Loans to be converted to Offshore Rate Loans, the deadline for notice shall be not later than 1:00 p.m. (New York City time) three (3) Business Days immediately preceding the Conversion/Continuation Date. With respect to any Notice of Conversion/Continuation, if such notice is delivered on the applicable Business Day after the specified time for such notice, such notice shall be deemed to have been delivered as of the start of the immediately succeeding Business Day. (c) If upon the expiration of any Interest Period applicable to Eurodollar Offshore Rate Loans, the Co-Borrowers have Borrower has failed to timely select a new Interest Period to be applicable to its Eurodollar Offshore Rate Loans, or if any Default or Event of Default then exists, the Co-Borrowers 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 Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Co-BorrowersBorrower, the Administrative Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans, with respect to which the notice was given, held by each Bank. Agent will promptly notify, in writing, each Bank of the amount of such Bank’s applicable percentage of that Conversion/Continuation. (e) Unless the Majority Required Banks otherwise agree, during the existence of a Default or Event of Default, the Co-Borrowers Borrower may not elect to have a Revolving Loan converted into or continued as a Eurodollar an Offshore Rate Loan. (f) After giving effect to any Borrowing, conversion or continuation of Loans, there may not be more than ten five (105) Interest Periods in effect. (g) The Administrative Agent will promptly notify, in writing, each Bank of the amount of such Bank’s Pro Rata Advance Share (or, if a Defaulting Bank exists, and without limitation to the obligations of such Defaulting Bank under this Section 2.04, with respect to any Non-Defaulting Bank, its Pro Rata Adjusted Advance Share, if applicable) of that Borrowing. To the extent that any Notice of Conversion/Continuation contemplated in the foregoing provisions of this Section 2.04 is not received as of the specified time, such notice shall be deemed to have been received as of the start of business on the immediately succeeding Business Day.

Conversion and Continuation Elections. (a) The Co-Borrowers Borrower may, upon irrevocable written notice to the Administrative Agent in the form of a Notice of Conversion/Continuation in the form of Exhibit B hereto in accordance with Subsection 2.05(b): Section 2.04(b): (i) elect, as of any Business Day, in the case of Day to convert any Base Rate LoansLoans (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Eurocurrency Rate Loans; (ii) elect, as of the last day of the applicable Interest Period, in the case of any Eurodollar Rate Loan, Period to convert any such Eurocurrency Rate Loans (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $100,000 in excess thereof) into Loans of any other Type Base Rate Loans; or (provided, however, the principal amount of each Eurodollar Rate Loan must be at least $1,000,000.00); or (iiiii) elect, as of the last day of the applicable Interest Period, to continue any Eurocurrency Rate Loans having Interest Periods expiring on such day (providedor any part thereof in an amount not less than $5,000,000, however, the principal amount or that is in an integral multiple of each Eurodollar Rate Loan must be at least $1,000,000.001,000,000 in excess thereof); provided, however, that if at any time the aggregate amount of Eurodollar Eurocurrency Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof, thereof to a principal amount that is be less than $1,000,000.005,000,000, such Eurodollar Eurocurrency Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Co-Borrowers Borrower to continue such Loans as, and convert such Loans into, Eurodollar Eurocurrency Rate Loans shall terminate. (b) The Co-Borrowers Borrower shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent not later than 1:00 p.m. (i) noon (New York City time) on the Conversion/Continuation Date if the Loans are to be converted into Base Rate Loans; and at least three (3) Business Day Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Eurodollar Eurocurrency Rate Loans denominated in Dollars; (ii) 11:00 a.m. (New York City time) at least four Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Eurocurrency Rate Loans denominated in an Alternative Currency; and (iii) 11:00 a.m. (New York City time) on the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: : (iA) the proposed Conversion/Continuation Date; ; (iiB) the aggregate amount of Loans to be converted or continued; continued and, if an Alternative Currency Loan, the currency thereof; (iiiC) the Type of Loans resulting from the proposed conversion or continuation; and and (ivD) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Eurodollar Eurocurrency Rate Loans, Loans the Co-Borrowers have Borrower has failed to select timely select a new Interest Period to be applicable to its Eurodollar such Eurocurrency Rate Loans, or if any Default or Event of Default then existsthen: (i) with respect to such Eurocurrency Rate Loans that are Dollar Loans, the Co-Borrowers Borrower shall be deemed to have elected to convert such Eurodollar Eurocurrency Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period; and (ii) with respect to such Eurocurrency Rate Loans that are Alternative Currency Loans, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. No Eurocurrency Rate Loan may be converted into or continued as a Eurocurrency Rate Loan denominated in a different currency, but instead must be prepaid in the original currency of such Eurocurrency Rate Loan and reborrowed in the other currency except as described in Sections 2.04(e) and 3.02(a). (d) The Administrative Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Co-BorrowersBorrower, the Administrative Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans, Loans with respect to which the notice was given, given held by each Bank. Agent will promptly notify, in writing, each Bank of the amount of such Bank’s applicable percentage of that Conversion/Continuation. (e) Unless the Majority Banks otherwise agree, during During the existence of a Default or Event of Default, the Co-Borrowers Borrower may not not: (i) elect to have a Revolving Dollar Loan made, converted into or continued as a Eurodollar Eurocurrency Rate Loan; or (ii) elect to have an Alternative Currency Loan made or continued for an Interest Period greater than one month; provided, however, that Majority Banks may elect, on the last day of an Interest Period of any Alternative Currency Loan, to redenominate such Alternative Currency Loan into a Dollar Loan in a principal amount equal to the Dollar Equivalent of the amount of such Alternative Currency Loan and to convert such Dollar Loan into a Base Rate Loan. (f) After giving effect to any Borrowing, conversion or continuation of Loans, unless the Administrative Agent shall otherwise consent, there may not be more than ten (10) eight different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Co-Borrowers Company may, upon irrevocable written notice to the Administrative Agent in accordance with Subsection 2.05(bsubsection 2.4(b): (i) elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of any Eurodollar Rate Loanother Type of Loans, to convert any such Loans (or any part thereof in an amount not less than $500,000, or that is in an integral multiple of $100,000 in excess thereof) into Loans of any other Type (provided, however, the principal amount of each Eurodollar Rate Loan must be at least $1,000,000.00)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 (provided, however, the principal or any part thereof in an amount not less than $500,000 or that is in an integral multiple of each Eurodollar Rate Loan must be at least $1,000,000.00100,000 in excess thereof); provided, however, 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, thereof to a principal amount that is be less than $1,000,000.00500,000, such Eurodollar Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Co-Borrowers Company to continue such Loans as, and convert such Loans into, Eurodollar Offshore Rate Loans shall terminate. (b) The Co-Borrowers Company shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent (i) not later than 1:00 p.m. 8:30 a.m. (New York City San Francisco time) on the Conversion/Continuation Date if the Loans are to be converted into Base Rate Loans; and three (3) at least two Business Day Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Eurodollar Offshore Rate Loans; and (ii) not later than 8:30 a.m. (San Francisco time) on the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (iA) the proposed Conversion/Continuation Date; (iiB) the aggregate amount of Loans to be converted or continuedrenewed; (iiiC) the Type of Loans resulting from the proposed conversion or continuation; and (ivD) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Eurodollar Offshore Rate Loans, the Co-Borrowers have Company has failed to timely select a new Interest Period to be applicable to its Eurodollar such Offshore Rate Loans, or if any Default or Event of Default then exists, the Co-Borrowers 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 Bank Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Co-BorrowersCompany, the Administrative Agent will promptly notify each Bank Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans, Loans with respect to which the notice was given, given held by each Bank. Agent will promptly notify, in writing, each Bank of the amount of such Bank’s applicable percentage of that Conversion/ContinuationLender. (e) Unless the Majority Banks Required Lenders otherwise agree, during the existence of a Default or Event of Default, the Co-Borrowers Company may not elect to have a Revolving Loan converted into or continued as a Eurodollar an Offshore Rate Loan. (f) After giving effect to any Borrowing, conversion or continuation of Loans, there may not be more than ten (10) six different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Co-Borrowers Company may, upon irrevocable written notice to the Agent in accordance with Subsection 2.05(bSection 2.4(b): (i) elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of any Eurodollar Rate Loanother Type of Loans, to convert any such Loans (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of any other Type (provided, however, the principal amount of each Eurodollar Rate Loan must be at least $1,000,000.00)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 (providedor any part thereof in an amount not less than $5,000,000, however, the principal amount or that is in an integral multiple of each Eurodollar Rate Loan must be at least $1,000,000.001,000,000 in excess thereof); provided, however, 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, thereof to a principal amount that is be less than $1,000,000.005,000,000, such Eurodollar Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Co-Borrowers Company to continue such Loans as, and convert such Loans into, Eurodollar Offshore Rate Loans Loans, shall terminate. (b) The Co-Borrowers Company shall deliver a Notice of Conversion/Conversion/ Continuation to be received by the Agent not later than 1:00 p.m. (New York City i) 10:00 a.m. (Charlotte time) on the Conversion/Continuation Date if the Loans are to be converted into Base Rate Loans; and at least (i) three (3) Business Day Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Eurodollar Offshore Rate Loans; and (ii) one Business Day in advance of the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (iA) the proposed Conversion/Continuation Date; (iiB) the aggregate amount of Loans to be converted or continuedrenewed; (iiiC) the Type of Loans resulting from the proposed conversion or continuation; and (ivD) other than in the case of conversions into Base 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 Co-Borrowers have Company has failed to select timely select a new Interest Period to be applicable to its Eurodollar such or Offshore Rate Loans, Loans or if any Default or Event of Default then exists, the Co-Borrowers 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 Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Co-BorrowersCompany, the Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans, Loans with respect to which the notice was given, given held by each Bank. Agent will promptly notify, in writing, each Bank of the amount of such Bank’s applicable percentage of that Conversion/Continuation. (e) Unless the Majority Required Banks otherwise agree, during the existence of a Default or Event of Default, the Co-Borrowers Company may not elect to have a Revolving Loan converted into or continued as a Eurodollar an Offshore Rate Loan. (f) After giving effect to any Borrowing, 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 Co-Borrowers Company may, upon irrevocable (subject to Section 3.5) written notice to Agent the Bank in accordance with Subsection 2.05(bSection 2.4(b): (i) elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of any Eurodollar Rate Loanother Type of Loans, to convert any such Loans (or any part thereof in an amount not less than $250,000, or that is in an integral multiple of $1,000 in excess thereof) into Loans of any other Type (provided, however, the principal amount of each Eurodollar Rate Loan must be at least $1,000,000.00)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 (providedor any part thereof in an amount not less than $250,000, however, the principal amount or that is in an integral multiple of each Eurodollar Rate Loan must be at least $1,000,000.001,000 in excess thereof); provided, however, 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, thereof to a principal amount that is be less than $1,000,000.00250,000, such Eurodollar Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Co-Borrowers Company to continue such Loans as, and convert such Loans into, into Eurodollar Rate Loans shall terminate. (b) The Co-Borrowers Company shall deliver a Notice of Conversion/Continuation to be received by Agent the Bank not later than 1:00 p.m. 12:00 noon (New York City Dallas time) on the Conversion/Continuation Date if the Loans are to be converted into Base Rate Loans; and (i) at least three (3) Business Day Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Eurodollar Rate Loans and (ii) on or before the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (iA) the proposed Conversion/Continuation Date; (iiB) the aggregate amount of Loans to be converted or continuedrenewed; (iiiC) the Type of Loans resulting from the proposed conversion or continuation; and (ivD) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Eurodollar Rate Loans, the Co-Borrowers have Company has failed to select timely select a new Interest Period to be applicable to its such Eurodollar Rate Loans, Loans or if any Default or Event of Default then exists, the Co-Borrowers 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) Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Co-Borrowers, Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans, with respect to which the notice was given, held by each Bank. Agent will promptly notify, in writing, each Bank of the amount of such Bank’s applicable percentage of that Conversion/Continuation. (e) Unless the Majority Banks otherwise agree, during During the existence of a Default or Event of Default, the Co-Borrowers Company may not elect to have a Revolving Loan converted into or continued as a an Eurodollar Rate Loan. (fe) After giving effect to any Borrowing, conversion or continuation of Loans, there may not be more than ten (10) fifteen different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Co-Borrowers Fund may, upon irrevocable written notice or telephonic notice confirmed in writing within 24 hours to the Administrative Agent in accordance with Subsection 2.05(bSECTION 2.4(b): (i) elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of any Eurodollar Offshore Rate LoanLoans, to convert any such Loans (or any part thereof in an amount that is not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof) into Loans of any the other Type (provided, however, the principal amount of each Eurodollar Rate Loan must be at least $1,000,000.00)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 (provided, however, the principal or any part thereof in an amount that is not less than $1,000,000 or an integral multiple of each Eurodollar Rate Loan must be at least $1,000,000.001,000,000 in excess thereof); providedPROVIDED that, however, 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, thereof to a principal amount that is be less than $1,000,000.001,000,000, such Eurodollar Offshore Rate Loans shall automatically convert into Base Rate LoansLoans and, and on and after such date date, the right of the Co-Borrowers Fund to continue such Loans as, and convert such Loans into, Eurodollar Offshore Rate Loans shall terminate. (b) The Co-Borrowers Fund shall deliver a Notice of Conversion/Continuation Notice to be received by the Administrative Agent not later than 1:00 p.m. (New York City i) 11:00 a.m. (Eastern time) on the Conversion/Continuation Date if the Loans are to be converted into Base Rate Loans; and three (3) at least two Business Day Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Eurodollar Offshore Rate Loans and (ii) 8:30 a.m. on the Conversion/Continuation Date, if the Loans are to be continued or converted into Base Rate Loans, specifying: (iA) the proposed Conversion/Continuation Date; (iiB) the aggregate amount of Loans to be converted or continued; (iiiC) the Type of Loans resulting from the proposed conversion or continuation; and (ivD) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Eurodollar Rate Loans, the Co-Borrowers have failed to timely select a new Interest Period to be applicable to its Eurodollar Rate Loans, or if any Default or Event of Default then exists, the Co-Borrowers 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 Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Co-Borrowers, Agent will promptly notify each Bank 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, Loans held by each Bank with respect to which the notice was given, held by each Bank. Agent will promptly notify, in writing, each Bank of the amount of such Bank’s applicable percentage of that Conversion/Continuation. (ed) Unless the Majority Banks otherwise agree, during the existence of a Default or Event of Default, the Co-Borrowers Fund may not elect to have a Revolving Loan converted into or continued as a Eurodollar an Offshore Rate Loan. (f) After giving effect to any Borrowing, conversion or continuation of Loans, there may not be more than ten (10) Interest Periods in effect.

Conversion and Continuation Elections. (a) The Co-Borrowers Borrower may, upon irrevocable written notice to the Administrative Agent in accordance with Subsection 2.05(b2.04(b): (i) elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of any Eurodollar Offshore Rate Loan, to convert any such Loans into Loans of any other Type (provided, however, that the principal amount Offshore Effective Amount of each Eurodollar Offshore Rate Loan must be at least $1,000,000.0015,000,000); 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 (provided, however, that the principal amount Offshore Effective Amount of each Eurodollar Offshore Rate Loan must be at least $1,000,000.0015,000,000); provided, however, 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 a principal amount that is have an Offshore Effective Amount of less than $1,000,000.0015,000,000, such Eurodollar Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Co-Borrowers Borrower to continue such Loans as, and convert such Loans into, Eurodollar Offshore Rate Loans shall terminate. (b) The Co-Borrowers Borrower shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent not later than 1:00 12:00 p.m. noon (New York City time) on two (2) Business Days immediately preceding the Conversion/Continuation Date if the Loans are to be converted into Base Rate Loans; and three four (34) Business Day Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Eurodollar Offshore Rate Loans, specifying: (i) the proposed Conversion/Continuation Date; (ii) the aggregate amount of Loans to be converted or continued; (iii) the Type of Loans resulting from the proposed conversion or continuation; and; (iv) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period; and (v) whether such Notice of Conversion/Continuation is “revocable” or “irrevocable”(by checking the applicable box on such notice). If a Notice of Conversion/Continuation is “irrevocable”, the deadlines set forth in Section 2.04(b) above shall be reduced by one (1) Business Day so that with respect to Loans to be converted to Base Rate Loans, the deadline for notice shall be not later than 12:00 p.m. noon (New York City time) one (1) Business Day immediately preceding the Conversion/Continuation Date, and with respect to Loans to be converted to Offshore Rate Loans, the deadline for notice shall be not later than 12:00 p.m. noon (New York City time) three (3) Business Days immediately preceding the Conversion/Continuation Date. With respect to any Notice of Conversion/Continuation, if such notice is delivered on the applicable Business Day after the specified time for such notice, such notice shall be deemed to have been delivered as of the start of the immediately succeeding Business Day. (c) If upon the expiration of any Interest Period applicable to Eurodollar Offshore Rate Loans, the Co-Borrowers have Borrower has failed to timely select a new Interest Period to be applicable to its Eurodollar Offshore Rate Loans, or if any Default or Event of Default then exists, the Co-Borrowers 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 Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Co-BorrowersBorrower, the Administrative Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans, with respect to which the notice was given, held by each Bank. Agent will promptly notify, in writing, each Bank of the amount of such Bank’s applicable percentage of that Conversion/Continuation. (e) Unless the Majority Required Banks otherwise agree, during the existence of a Default or Event of Default, the Co-Borrowers Borrower may not elect to have a Revolving Loan converted into or continued as a Eurodollar an Offshore Rate Loan. (f) After giving effect to any Borrowing, conversion or continuation of Loans, there may not be more than ten five (105) Interest Periods in effect. (g) The Administrative Agent will promptly notify, in writing, each Bank of the amount of such Bank’s Pro Rata Advance Share (or, if a Defaulting Bank exists, and without limitation to the obligations of such Defaulting Bank under this Section 2.04, with respect to any Non-Defaulting Bank, its Pro Rata Adjusted Advance Share, if applicable) of that Borrowing. To the extent that any Notice of Conversion/Continuation contemplated in the foregoing provisions of this Section 2.04 is not received as of the specified time, such notice shall be deemed to have been received as of the start of business on the immediately succeeding Business Day.

Conversion and Continuation Elections. (a) The Co-Borrowers may, upon irrevocable written notice to Agent in accordance with Subsection 2.05(b): (i) elect, as of any Business Day, in the case of Base Rate Loans or COF Rate Loans, or as of the last day of the applicable Interest Period, in the case of any Eurodollar Rate Loan, to convert any such Loans into Loans of any other Type (provided, however, the principal amount of each Eurodollar Rate Loan must be at least $1,000,000.005,000,000.00); or (ii) elect, as of the last day of the applicable Interest Period, to continue any Loans having Interest Periods expiring on such day (provided, however, the principal amount of each Eurodollar Rate Loan must be at least $1,000,000.005,000,000.00); provided, however, 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 a principal amount that is less than $1,000,000.005,000,000.00, such Eurodollar Rate Loans shall automatically convert into Base COF Rate Loans, and on and after such date the right of the Co-Borrowers to continue such Loans as, and convert such Loans into, Eurodollar Rate Loans shall terminate. (b) The Co-Borrowers SEH shall deliver a Notice of Conversion/Continuation to be received by Agent not later than 1:00 p.m. (New York City time) on the Conversion/Continuation Date if the Loans are to be converted into Base Rate Loans or COF Rate Loans; and three (3) Business Day in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Eurodollar Rate Loans, specifying: (i) the proposed Conversion/Continuation Date; (ii) the aggregate amount of Loans to be converted or continued; (iii) the Type of Loans resulting from the proposed conversion or continuation; and (iv) other than in the case of conversions into Base Rate Loans or COF Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Eurodollar Rate Loans, the Co-Borrowers have failed to timely select a new Interest Period to be applicable to its Eurodollar Rate Loans, or if any Default or Event of Default then exists, the Co-Borrowers shall be deemed to have elected to convert such Eurodollar Rate Loans into Base COF Rate Loans effective as of the expiration date of such Interest Period. (d) Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Co-Borrowers, Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans, with respect to which the notice was given, held by each Bank. Agent will promptly notify, in writing, each Bank of the amount of such Bank’s applicable percentage of that Conversion/Continuation. (e) Unless the Majority Banks otherwise agree, during the existence of a Default or Event of Default, the Co-Borrowers may not elect to have a Revolving Loan converted into or continued as a Eurodollar Rate Loan. (f) After giving effect to any Borrowing, conversion or continuation of Loans, there may not be more than ten (10) Interest Periods in effect.

Conversion and Continuation Elections. (a) The Co-Borrowers Company may, upon irrevocable written notice to the Agent in accordance with Subsection 2.05(bsubsection 2.4(b): (i1) elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of any Eurodollar Rate Loanother Type of Loans, to convert any such Loans (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $100,000 in excess thereof) into Loans of any other Type (provided, however, the principal amount of each Eurodollar Rate Loan must be at least $1,000,000.00)Type; or (ii2) elect, as of the last day of the applicable Interest Period, to continue any Loans having Interest Periods expiring on such day (providedor any part thereof in an amount not less than $1,000,000, however, the principal amount or that is in an integral multiple of each Eurodollar Rate Loan must be at least $1,000,000.00100,000 in excess thereof); provided, however, 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, thereof to a principal amount that is be less than $1,000,000.001,000,000, such Eurodollar Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Co-Borrowers Company to continue such Loans as, and convert such Loans into, Eurodollar Offshore Rate Loans shall terminate. (b) The Co-Borrowers Company shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 1:00 p.m. (New York City 9:00 a.m. San Francisco, California time) on the Conversion/Continuation Date if the Loans are to be converted into Base Rate Loans; and at least (i) three (3) Business Day Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Eurodollar Offshore Rate Loans; and (ii) one Business Day in advance of the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (iA) the proposed Conversion/Continuation Date; (iiB) the aggregate amount of Loans to be converted or continued; (iiiC) the Type of Loans resulting from the proposed conversion or continuation; and (ivD) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Eurodollar Offshore Rate Loans, the Co-Borrowers have Company has failed to select timely select a new Interest Period to be applicable to its Eurodollar such Offshore Rate Loans, or if any Default or Event of Default then exists, the Co-Borrowers Company shall be deemed to have elected to convert such Eurodollar Offshore Rate Loans into Base Rate Loans effective bearing interest at the Base Rate plus the applicable Base Rate Margin then in effect as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Co-BorrowersCompany, the Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans, Loans with respect to which the notice was given, given held by each Bank. Agent will promptly notify, in writing, each Bank of the amount of such Bank’s applicable percentage of that Conversion/Continuation. (e) Unless the Majority Banks otherwise agreeconsent, during the existence of a Default or Event of Default, the Co-Borrowers Company may not elect to have a Revolving Loan converted into or continued as a Eurodollar an Offshore Rate Loan. (f) After giving effect to any Borrowing, conversion or continuation of Loans, unless the Agent shall otherwise consent, there may not be more than ten (10) six different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Co-Borrowers A Borrower may, upon irrevocable written notice to Agent the Bank in accordance with Subsection 2.05(bsubsection 2.4(b): (i) elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of any Eurodollar Rate Loanother Type of Loans denominated in Dollars, to convert any such Loans to such Borrower (or any part thereof in an amount not less than the Minimum Tranche) into Loans in Dollars of any other Type (provided, however, the principal amount of each Eurodollar Rate Loan must be at least $1,000,000.00)Type; or (ii) elect, as of the last day of the applicable Interest Period, to continue any Loans to such Borrower having Interest Periods expiring on such day (provided, however, or any part thereof in an amount not less than the principal amount of each Eurodollar Rate Loan must be at least $1,000,000.00Minimum Tranche); provided, however, that if at any time the aggregate amount of Eurodollar Offshore Rate Loans of any Borrower denominated in Dollars in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof, thereof to a principal amount that is be less than $1,000,000.00250,000, 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 Co-Borrowers such Borrower to continue such Loans as, and convert such Loans into, Eurodollar into Offshore Rate Loans shall terminate. (b) The Co-Borrowers A Borrower shall deliver a Notice of Conversion/Continuation to be received by Agent the Bank not later than 1:00 p.m. 10:30 a.m. (New York City Chicago time) on the Conversion/Continuation Date if the Loans are to be converted into Base Rate Loans; and three (3i) at least two (2) Business Day Days in advance of the Conversion/Continuation Date, if the Loans to such Borrower are to be converted into or continued as Eurodollar Offshore Rate Loans denominated in Dollars; (ii) at least three (3) Business Days in advance of the continuation date, if Loans are to be continued as Offshore Currency Loans; and (iii) on the Conversion/Continuation Date, if Loans are to be converted into Base Rate Loans, specifying: (iA) the name of such Borrower; (B) the proposed Conversion/Continuation Date; (iiC) the aggregate amount of Loans to be converted or continued; (iiiD) the Type of Loans resulting from the proposed conversion or continuation; and; (ivE) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period; and (F) in the case of conversions into Offshore Currency Loans, the Applicable Currency. (c) If upon the expiration of any Interest Period applicable to Eurodollar Offshore Rate LoansLoans in Dollars, the Co-Borrowers have a Borrower has failed to select timely select a new Interest Period to be applicable to its Eurodollar such Offshore Rate Loans, or if any Default or Event of Default then exists, the Co-Borrowers such 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. If a Borrower has failed to select a new Interest Period to be applicable to Offshore Currency Loans prior to the fourth Business Day in advance of the expiration date of the current Interest Period applicable thereto as provided in subsection 2.4(b), or if any Default or Event of Default shall then exist, subject to the provisions of subsection 2.5(d), such Borrower shall be deemed to have elected to continue such Offshore Currency Loans on the basis of a one month Interest Period. The Bank shall give the applicable Borrower(s) prompt written notice of any such conversion or continuation. (d) Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Co-Borrowers, Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans, with respect to which the notice was given, held by each Bank. Agent will promptly notify, in writing, each Bank of the amount of such Bank’s applicable percentage of that Conversion/Continuation. (e) Unless the Majority Banks otherwise agree, during During the existence of a Default or Event of Default, the Co-Borrowers no Borrower may not elect to have a Revolving 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. (fe) After giving effect to any Borrowing, conversion or continuation of Loans, there may not be more than ten eight (10) 8) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Co-Borrowers may, Borrower may upon irrevocable written notice to Agent Lender in accordance with Subsection 2.05(bSection 2.10(b): (i) elect, as of elect to convert on any Business Day, in the case all or any portion of any Base Rate Loan in an aggregate minimum amount of $500,000 or any multiple of $500,000 in excess thereof into Eurodollar Rate Loans, or as of ; or (ii) elect to convert on the last day of the applicable Interest Period, in the case Period all or any portion of any Eurodollar Rate Loan, to convert any Loans having Interest Periods maturing on such Loans into Loans of any other Type (provided, however, the principal day in an aggregate minimum amount of each Eurodollar $500,000 or any multiple of $500,000 in excess thereof into Base Rate Loan must be at least $1,000,000.00)Loans; or (iiiii) elect, as of elect to renew on the last day of the applicable Interest Period, to continue Period any Eurodollar Rate Loans having Interest Periods expiring maturing on such day (provided, however, the principal in an aggregate minimum amount of each Eurodollar Rate Loan must be at least $1,000,000.00)500,000 or any multiple of $500,000 in excess thereof; provided, however, that if at any time the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is reduced, shall have been reduced by payment, prepayment, prepayment or conversion of part thereof, thereof to a principal amount that is be less than $1,000,000.00, 500,000 such Eurodollar Rate Loans shall automatically convert into Base Rate Loans, Loans and on and after such date the right of the Co-Borrowers Borrower to continue such Loans as, and to convert such Loans into, Eurodollar Rate Loans Loans, as the case may be, shall terminate. (b) The Co-Borrowers Borrower shall either (i) deliver to Lender a Notice of Conversion/Continuation or (ii) give telephonic notice thereof to be received Lender (promptly confirmed by Agent delivering to Lender a Notice of Conversion/Continuation), not later than 1:00 12:00 p.m. (New York City Chicago time) on the Conversion/Continuation Date if the Loans are to be converted into Base Rate Loans; and three date two (32) Business Day Days in advance of the Conversion/Continuation DateConversion Date or continuation date, if the Loans are to be converted into or continued as Eurodollar Rate Loans, specifying: : (i) the proposed Conversion/Continuation Date; Conversion Date or continuation date; (ii) the aggregate amount of Loans to be converted or continued; ; and (iii) the Type of Loans resulting from the proposed conversion or continuation; and (iv) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest PeriodPeriod with respect to any Loans to be converted into, or continued, as Eurodollar Rate Loans. (c) If upon the expiration of any Interest Period applicable to Eurodollar Rate Loans, the Co-Borrowers have Borrower has failed to select timely select a new Interest Period to be applicable to its such Eurodollar Rate Loans, or if any Default or Event of Default shall then existsexist, the Co-Borrowers 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 current Interest Period. (d) Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Co-Borrowers, Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations Unless Lender shall be made ratably according to the respective outstanding principal amounts of the Loans, with respect to which the notice was given, held by each Bank. Agent will promptly notify, in writing, each Bank of the amount of such Bank’s applicable percentage of that Conversion/Continuation. (e) Unless the Majority Banks otherwise agree, during the existence of a Default or Event of Default, the Co-Borrowers Borrower may not elect to have a Revolving Loan converted into or continued as a Eurodollar Rate Loan. (fe) After Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion or continuation of any Loans, there may shall not be more than ten five (105) different Interest Periods in effecteffect with respect to all Eurodollar Rate Loans at any one time.

Conversion and Continuation Elections. (a) The Co-Borrowers Holdings may, upon irrevocable written notice to the Agent in accordance with Subsection 2.05(bsubsection 2.04(b): (i) elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of any Eurodollar Offshore Rate LoanLoans, to convert any such Loans (or any part thereof in a Minimum Amount) into Loans of any other Type (provided, however, the principal amount of each Eurodollar Rate Loan must be at least $1,000,000.00)Type; or (ii) elect, as of the last day of the applicable Interest Period, to continue any Revolving Loans or Term Loans having Interest Periods expiring on such day (provided, however, the principal amount of each Eurodollar Rate Loan must be at least $1,000,000.00or any part thereof in a Minimum Amount); provided, however, 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, thereof to a principal amount that is be less than $1,000,000.005,000,000, such Eurodollar Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Co-Borrowers Holdings to continue such Loans as, and convert such Loans into, Eurodollar Offshore Rate Loans Loans, shall terminate. (b) The Co-Borrowers Holdings shall deliver a Notice of Conversion/Continuation to be received by the Agent (i) not later than 1:00 p.m. 9:00 a.m. (New York City San Francisco time) on at least three Business Days in advance of the Conversion/Conversion/ Continuation Date Date, if the Loans are to be converted into Base or continued as Offshore Rate Loans; and three (3ii) Business Day in advance of prior to 9:00 a.m. (San Francisco time) on the Conversion/Continuation Date, if the Loans are to be converted into or continued as Eurodollar Base Rate Loans, specifying: (i) the proposed Conversion/Continuation Date; (ii) the aggregate amount of Loans to be converted or continued; (iii) the Type of Loans resulting from the proposed conversion or continuation; and (iv) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period, 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 Co-Borrowers have Holdings has failed to select timely select a new Interest Period to be applicable to its Eurodollar such Offshore Rate Loans, as the case may be, or if any Default or Event of Default then exists, the Co-Borrowers 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 Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by Holdings, the Co-Borrowers, Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans, Loans with respect to which the notice was given, given held by each Bank. Agent will promptly notify, in writing, each Bank of the amount of such Bank’s applicable percentage of that Conversion/Continuation. (e) Unless the Majority Banks otherwise agreeconsent, during the existence of a Default or Event of Default, the Co-Borrowers Holdings may not elect to have a Revolving Loan converted into or continued as a Eurodollar an Offshore Rate Loan. (f) After giving effect to any Borrowing, conversion or continuation of Loans, unless the Agent shall otherwise consent, there may not be more than ten (10) eight different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Co-Borrowers Borrower may, upon irrevocable written notice to the Administrative Agent in accordance with Subsection 2.05(b2.04(b): (i) elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of any Eurodollar Offshore Rate Loan, to convert any such Loans into Loans of any other Type (provided, however, that the principal amount Offshore Effective Amount of each Eurodollar Offshore Rate Loan must be at least $1,000,000.0015,000,000); 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 (provided, however, that the principal amount Offshore Effective Amount of each Eurodollar Offshore Rate Loan must be at least $1,000,000.0015,000,000); provided, however, 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 a principal amount that is have an Offshore Effective Amount of less than $1,000,000.0015,000,000, such Eurodollar Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Co-Borrowers Borrower to continue such Loans as, and convert such Loans into, Eurodollar Offshore Rate Loans shall terminate. (b) The Co-Borrowers Borrower shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent not later than 1:00 12:00 p.m. noon (New York City time) on the Conversion/Continuation Date if the Loans are to be converted into Base Rate Loans; and three four (34) Business Day Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Eurodollar Offshore Rate Loans, specifying: (i) the proposed Conversion/Continuation Date; (ii) the aggregate amount of Loans to be converted or continued; (iii) the Type of Loans resulting from the proposed conversion or continuation; and (iv) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Eurodollar Offshore Rate Loans, the Co-Borrowers have Borrower has failed to timely select a new Interest Period to be applicable to its Eurodollar Offshore Rate Loans, or if any Default or Event of Default then exists, the Co-Borrowers 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 Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Co-BorrowersBorrower, the Administrative Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans, with respect to which the notice was given, held by each Bank. Agent will promptly notify, in writing, each Bank of the amount of such Bank’s applicable percentage of that Conversion/Continuation. (e) Unless the Majority Required Banks otherwise agree, during the existence of a Default or Event of Default, the Co-Borrowers Borrower may not elect to have a Revolving Loan converted into or continued as a Eurodollar an Offshore Rate Loan. (f) After giving effect to any Borrowing, conversion or continuation of Loans, there may not be more than ten five (105) Interest Periods in effect. (g) The Administrative Agent will promptly notify, in writing, each Bank of the amount of such Bank’s Pro Rata Share of that Borrowing. (h) If any Bank has provided the Administrative Agent with, and the Administrative Agent has actually received, a written notice in the form of Exhibit H by 5:00 p.m. (New York City time) one Business Day immediately prior to the requested Conversion/Continuation Date, then the Administrative Agent shall notify the Borrower and the other Banks by no later than 6:00 p.m. (New York City time) that one or more of the Banks has (have) elected not to convert/continue such Loan and whether Bank(s) has (have) elected to become the Approving Bank(s) thereby triggering the Conversion to Reduced Funding Banks Date.

Conversion and Continuation Elections. (a) The Co-Borrowers Company may, upon irrevocable written notice to the Agent in accordance with Subsection 2.05(bsubsection 2.4(b): (i) elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of any Eurodollar Rate Loanother Type of Loans, to convert any such Loans (or any part thereof in an amount not less than $500,000, or that is in an integral multiple of $100,000 in excess thereof) into Loans of any other Type (provided, however, the principal amount of each Eurodollar Rate Loan must be at least $1,000,000.00)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 (providedor any part thereof in an amount not less than $500,000, however, the principal amount or that is in an integral multiple of each Eurodollar Rate Loan must be at least $1,000,000.00100,000 in excess thereof); provided, however, 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, thereof to a principal amount that is be less than $1,000,000.00500,000, such Eurodollar Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Co-Borrowers Company to continue such Loans as, and convert such Loans into, Eurodollar Rate Loans shall terminate. (b) The Co-Borrowers Company shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 1:00 p.m. (New York City time) on the Conversion/Continuation Date if the Loans are to be converted into Base Rate Loans; and at least (i) three (3) Business Day Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Eurodollar Rate Loans; (ii) one Business Day in advance of the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (i) the proposed Conversion/Continuation Date; (ii) the aggregate amount of Loans to be converted or continued; (iii) the Type of Loans resulting from the proposed conversion or continuation; and (iv) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Eurodollar Rate Loans, the Co-Borrowers have Company has failed to select timely select a new Interest Period to be applicable to its such Eurodollar Rate Loans, or if any Default or Event of Default then exists, the Co-Borrowers 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 Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Co-BorrowersCompany, the Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans, Loans with respect to which the notice was given, given held by each Bank. Agent will promptly notify, in writing, each Bank of the amount of such Bank’s applicable percentage of that Conversion/Continuation. (e) Unless the Majority Banks otherwise agreeconsent, during the existence and continuance of a Default or an Event of Default, the Co-Borrowers Company may not elect to have a Revolving Loan converted into or continued as a Eurodollar Rate Loan. (f) After giving effect to any Borrowing, conversion or continuation of Loans, unless the Agent shall otherwise consent, there may not be more than ten (10) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Co-Borrowers Company may, upon irrevocable written notice to the Agent in accordance with Subsection 2.05(bsubsection 2.4(b): (i) elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of any Eurodollar LIBO Rate LoanLoans, to convert any such Loans (or any part thereof in an amount not less than $500,000, or that is in an integral multiple of $250,000 in excess thereof) into Loans of any other Type (provided, however, the principal amount of each Eurodollar Rate Loan must be at least $1,000,000.00)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 (providedor any part thereof in an amount not less than $500,000, however, the principal amount or that is in an integral multiple of each Eurodollar Rate Loan must be at least $1,000,000.00250,000 in excess thereof); provided, howeverPROVIDED, that if at any time the aggregate amount of Eurodollar LIBO Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof, thereof to a principal amount that is be less than $1,000,000.00500,000, such Eurodollar LIBO Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Co-Borrowers Company to continue such Loans as, and convert such Loans into, Eurodollar LIBO Rate Loans shall terminate. (b) The Co-Borrowers Company shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 1:00 p.m. 10:30 a.m. (New York City timeApplicable Time) on at least (i) two Business Days in advance of the Conversion/Conversion/ Continuation Date Date, if the Loans are to be converted into Base or continued as LIBO Rate Loans; , and three (3ii) on the Business Day in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Eurodollar Base Rate Loans, specifying: (iA) the proposed Conversion/Continuation Date; (iiB) the aggregate amount of Loans to be converted or continued; (iiiC) the Type of Loans resulting from the proposed conversion or continuation; and (ivD) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Eurodollar LIBO Rate Loans, the Co-Borrowers have Company has failed to select timely select a new Interest Period to be applicable to its Eurodollar such LIBO Rate Loans, Loans or if any Default or Event of Default then exists, the Co-Borrowers Company 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 Period. (d) The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Co-BorrowersCompany, the Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans, Loans with respect to which the notice was given, given held by each Bank. Agent will promptly notify, in writing, each Bank of the amount of such Bank’s applicable percentage of that Conversion/Continuation. (e) Unless the Majority Banks otherwise agreeconsent, during the existence of a Default or Event of Default, the Co-Borrowers Company may not elect to have a Revolving Loan converted into or continued as a Eurodollar an LIBO Rate Loan. (f) After giving effect to any Borrowing, conversion or continuation of Loans, unless the Agent shall otherwise consent, there may not be more than ten (10) seven different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Co-Borrowers Company may, upon irrevocable written notice to the Agent in accordance with Subsection 2.05(bsubsection 2.04(b): (i) elect, as of any Business Day, in the case of Base Rate Loans (other than Swing Loans), or as of the last day of the applicable Interest Period, in the case of any Eurodollar Offshore Rate LoanLoans, to convert any such Loans (or any part 18 thereof in an amount not less than $1,000,000, or that is in an integral multiple of $100,000 in excess thereof) into Loans of any other Type (provided, however, the principal amount of each Eurodollar Rate Loan must be at least $1,000,000.00)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 (providedor any part thereof in an amount not less than $1,000,000, however, the principal amount or that is in an integral multiple of each Eurodollar Rate Loan must be at least $1,000,000.00100,000 in excess thereof); provided, however, 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, thereof to a principal amount that is be less than $1,000,000.001,000,000, such Eurodollar Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Co-Borrowers Company to continue such Loans as, and convert such Loans into, Eurodollar Offshore Rate Loans shall terminate. (b) The Co-Borrowers Company shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 1:00 p.m. 9:00 a.m. (New York City Seattle time) on the Conversion/Continuation Date if the Loans are to be converted into Base Rate Loans; and at least (i) three (3) Business Day Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Eurodollar Offshore Rate Loans; and (ii) on the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (iA) the proposed Conversion/Continuation Date; (iiB) the aggregate amount of Loans to be converted or continued; (iiiC) the Type of Loans resulting from the proposed conversion or continuation; and (ivD) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Eurodollar Offshore Rate Loans, the Co-Borrowers have Company has failed to select timely select a new Interest Period to be applicable to its Eurodollar such Offshore Rate Loans, or if any Default or Event of Default then exists, the Co-Borrowers 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 Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Co-BorrowersCompany, the Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans, Loans with respect to which the notice was given, given held by each Bank. Agent will promptly notify, in writing, each Bank of the amount of such Bank’s applicable percentage of that Conversion/Continuation. (e) Unless the Majority Banks otherwise agree, during the existence of a Default or Event of Default, the Co-Borrowers may not elect to have a Revolving Loan converted into or continued as a Eurodollar Rate Loan. (f) After giving effect to any Borrowing, conversion or continuation of Loans, there may not be more than ten (10) Interest Periods in effect.

Conversion and Continuation Elections. (a) The Co-Borrowers Company may, upon irrevocable written notice to Agent the Bank in accordance with Subsection 2.05(bsubsection 2.04(b): (i1) elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of any Eurodollar Rate Loanother Type of Loans, to convert any such Loans (or any part thereof in an amount not less than 1,000,000, or that is in an integral multiple of $250,000 in excess thereof) into Loans of any other Type (provided, however, the principal amount of each Eurodollar Rate Loan must be at least $1,000,000.00)Type; or (ii2) elect, as of the last day of the applicable Interest Period, to continue any Loans having Interest Periods expiring on such day (providedor any part thereof in an amount not less than $1,000,000, however, the principal amount or that is in an integral multiple of each Eurodollar Rate Loan must be at least $1,000,000.00250,000 in excess thereof); provided, however, 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, thereof to a principal amount that is be less than $1,000,000.00250,000], such Eurodollar Offshore Rate Loans Loan shall automatically convert into a Base Rate LoansLoan, and on and after such date the right of the Co-Borrowers Company to continue such Loans as, and convert such Loans intointo Offshore Rate Loans, Eurodollar Rate Loans shall terminate. (b) The Co-Borrowers Company shall deliver a Notice of Conversion/Continuation to be received by Agent the Bank not later than 1:00 p.m. 12:00 noon (New York City time) on the Conversion/Continuation Date if the Loans are to be converted into Base Rate Loans; and at least (i) three (3) Business Day Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Eurodollar Offshore Rate Loans; and (ii) one Business Day in advance of the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (i1) the The proposed Conversion/Continuation Date; (ii2) the The aggregate amount of Loans to be converted or continued; (iii3) the The Type of Loans resulting from the proposed conversion or continuation; and (iv4) other Other than in the case of conversions into Base 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 Co-Borrowers have Company has failed to select timely select a new Interest Period to be applicable to its Eurodollar such Offshore Rate Loans, Loans or if any Default or Event of Default then exists, the Co-Borrowers 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) Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Co-Borrowers, Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans, with respect to which the notice was given, held by each Bank. Agent will promptly notify, in writing, each Bank of the amount of such Bank’s applicable percentage of that Conversion/Continuation. (e) Unless the Majority Banks Bank otherwise agreeconsents, during the existence of a Default or Event of Default, the Co-Borrowers Company may not elect to have a Revolving Loan converted into or continued as a Eurodollar an Offshore Rate Loan. (f) After giving effect to any Borrowing, conversion or continuation of Loans, there may not be more than ten (10) Interest Periods in effect.

Conversion and Continuation Elections. (a) The Co-Borrowers Borrower may, upon irrevocable written notice to the Administrative Agent in accordance with Subsection 2.05(bsubsection 2.4(b): (i) elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of any Eurodollar Offshore Rate LoanLoans, to convert any such Loans (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of any other Type (provided, however, the principal amount of each Eurodollar Rate Loan must be at least $1,000,000.00)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 (providedor any part thereof in an amount not less than $5,000,000, however, the principal amount or that is in an integral multiple of each Eurodollar Rate Loan must be at least $1,000,000.001,000,000 in excess thereof); provided, however, 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, thereof to a principal amount that is be less than $1,000,000.005,000,000, such Eurodollar Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Co-Borrowers Borrower to continue such Loans as, and convert such Loans into, Eurodollar Offshore Rate Loans shall terminate. (b) The Co-Borrowers Borrower shall deliver a Notice of Conversion/Conversion/ Continuation to be received by the Administrative Agent not later than 1:00 p.m. 10:00 a.m. (New York City Chicago time) on at least (i) three Business Days in advance of the Conversion/Conversion/ Continuation Date Date, if the Loans are to be converted into Base or continued as Offshore Rate Loans; Loans and three (3ii) Business Day in advance of on the Conversion/Continuation Date, if the Loans are to be converted into or continued as Eurodollar Base Rate Loans, specifying: (iA) the proposed Conversion/Continuation Date; (iiB) the aggregate amount of Loans to be converted or continued; (iiiC) the Type of Loans resulting from the proposed conversion or continuation; and (ivD) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Eurodollar for Offshore Rate Loans, the Co-Borrowers have Borrower has failed to select timely select a new Interest Period to be applicable to its Eurodollar such Offshore Rate Loans, as the case may be, or if any Default or Event of Default then exists, the Co-Borrowers 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 Bank Lender of its receipt of a Notice of Conversion/Conversion/ Continuation, or, if no timely notice is provided by the Co-BorrowersBorrower, the Administrative Agent will promptly notify each Bank Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans, Loans with respect to which the notice was given, given held by each Bank. Agent will promptly notify, in writing, each Bank of the amount of such Bank’s applicable percentage of that Conversion/ContinuationLender. (e) Unless the Majority Banks Required Lenders otherwise agreeconsent, during the existence of a Default or Event of Default, the Co-Borrowers Borrower may not elect to have a Revolving Loan converted into or continued as a Eurodollar an Offshore Rate Loan. (f) After giving effect to any Borrowing, conversion or continuation of Loans, unless the Administrative Agent shall otherwise consent, there may not be more than ten (10) four different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Co-Borrowers Company may, upon irrevocable written notice to the Agent in accordance with Subsection 2.05(bsubsection 2.4(b): (i) elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of any Eurodollar Offshore Rate LoanLoans, to convert any such Loans (or any part thereof in an amount not less than $2,000,000, or that is in an integral multiple of $500,000 in excess thereof) into Loans of any other Type (provided, however, the principal amount of each Eurodollar Rate Loan must be at least $1,000,000.00)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 (providedor any part thereof in an amount not less than $2,000,000, however, the principal amount or that is in an integral multiple of each Eurodollar Rate Loan must be at least $1,000,000.00500,000 in excess thereof); provided, however, 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, thereof to a principal amount that is be less than $1,000,000.002,000,000, such Eurodollar Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Co-Borrowers Company to continue such Loans as, and convert such Loans into, Eurodollar Offshore Rate Loans Loans, as the case may be, shall terminate. (b) The Co-Borrowers Company shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 1:00 p.m. (New York City i) 9:00 a.m. (San Francisco time) on the Conversion/Continuation Date if the Loans are to be converted into Base Rate Loans; and at least three (3) Business Day Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Eurodollar Offshore Rate Loans; and (ii) 8:30 a.m. (San Francisco time) on the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (iA) the proposed Conversion/Continuation Date; (iiB) the aggregate amount of Loans to be converted or continued; (iiiC) the Type of Loans resulting from the proposed conversion or continuation; and (ivD) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Eurodollar Offshore Rate Loans, the Co-Borrowers have Company has failed to select timely select a new Interest Period to be applicable to its Eurodollar such Offshore Rate Loans, Loans or if any Default or Event of Default then exists, the Co-Borrowers 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 Bank of its receipt of a Notice of Conversion/ContinuationContinuation for Loans, or, if no timely notice is provided by the Co-BorrowersCompany, the Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans, Loans with respect to which the notice was given, given held by each Bank. Agent will promptly notify, in writing, each Bank of the amount of such Bank’s applicable percentage of that Conversion/Continuation. (e) Unless the Majority Banks otherwise agreeconsent, during the existence of a Default or Event of Default, the Co-Borrowers Company may not elect to have a Revolving Loan converted into or continued as a Eurodollar Offshore Rate Loan. (f) After giving effect to any Borrowing, 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 Co-Borrowers Company may, upon irrevocable written notice to the Co-Administrative Agent in accordance with Subsection 2.05(bsubsection 2.04(b): (i) elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of any Eurodollar Offshore Rate LoanLoans, to convert any such Loans (or any part thereof in an amount not less than $500,000 or that is in an integral multiple of $100,000 in excess thereof) into Loans of any other Type (provided, however, the principal amount of each Eurodollar Rate Loan must be at least $1,000,000.00)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 (providedor any part thereof in an amount not less than $500,000, however, the principal amount or that is in an integral multiple of each Eurodollar Rate Loan must be at least $1,000,000.00100,000 in excess thereof); provided, however, 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, thereof to a principal amount that is be less than $1,000,000.00, 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 Co-Borrowers Company to continue such Loans as, and convert such Loans into, Eurodollar Offshore Rate Loans shall terminate. (b) The Co-Borrowers Company shall deliver a Notice of Conversion/Continuation to be received by the Co-Administrative Agent not later than 1:00 12:00 p.m. (New York City Chicago time) on the Conversion/Continuation Date if the Loans are to be converted into Base Rate Loans; and at least (i) three (3) Business Day Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Eurodollar Offshore Rate Loans in Dollars, (ii) four Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Currency Loans, and (iii) on the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (iA) the proposed Conversion/Continuation Date; (iiB) the aggregate amount of Loans to be converted or continued; (iiiC) the Type of Loans resulting from the proposed conversion or continuationcontinuation and in the case of an Offshore Rate Loan, the Applicable Currency; and (ivD) other than in the case of conversions into Base 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 Co-Borrowers have Company has failed to select timely select a new Interest Period to be applicable to its Eurodollar such Offshore Rate Loans, or if any Default or Event of Default then exists, the Co-Borrowers 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 Bank Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Company, the Co-Borrowers, Administrative Agent will promptly notify each Bank Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans, with respect to which the notice was given, held by each Bank. Agent will promptly notify, in writing, each Bank of the amount of such Bank’s applicable percentage of that Conversion/ContinuationLender. (e) Unless the Majority Banks Required Lenders otherwise agreeconsent, during the existence of a Default or Event of Default, the Co-Borrowers Company may not elect to have a Revolving 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 Co-Administrative Agent to accept Notices of Conversion/Continuation based on telephonic notices made by any Borrowingperson or persons the Co-Administrative Agent or any Lender in good faith believes to be acting on behalf of the Company. The Company agrees to deliver promptly to the Co-Administrative Agent a written confirmation of each telephonic notice, conversion or continuation signed by a Responsible Officer. If the written confirmation differs in any material respect from the action taken by the Co-Administrative Agent and the Lenders, the records of Loans, there may not be more than ten (10) Interest Periods in effectthe Co-Administrative Agent and the Lenders shall govern absent manifest error.

Conversion and Continuation Elections. (a) The Co-Borrowers may, upon irrevocable written notice to Agent in accordance with Subsection 2.05(b): (i) elect, as of any Business Day, in the case of Base Rate Loans or COF Rate Loans, or as of the last day of the applicable Interest Period, in the case of any Eurodollar Rate Loan, to convert any such Loans into Loans of any other Type (provided, however, the principal amount of each Eurodollar Rate Loan must be at least $1,000,000.002,000,000.00); or (ii) elect, as of the last day of the applicable Interest Period, to continue any Loans having Interest Periods expiring on such day (provided, however, the principal amount of each Eurodollar Rate Loan must be at least $1,000,000.002,000,000.00); provided, however, 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 a principal amount that is less than $1,000,000.002,000,000.00, such Eurodollar Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Co-Borrowers to continue such Loans as, and convert such Loans into, Eurodollar Rate Loans shall terminate. (b) The Co-Borrowers HoldCo shall deliver a Notice of Conversion/Continuation to be received by Agent not later than 1:00 p.m. (New York City time) on the Conversion/Continuation Date if the Loans are to be converted into Base Rate Loans or COF Rate Loans; and three (3) Business Day in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Eurodollar Rate Loans, specifying: (i) the proposed Conversion/Continuation Date; (ii) the aggregate amount of Loans to be converted or continued; (iii) the Type of Loans resulting from the proposed conversion or continuation; and (iv) other than in the case of conversions into Base Rate Loans or COF Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Eurodollar Rate Loans, the Co-Borrowers have failed to timely select a new Interest Period to be applicable to its Eurodollar Rate Loans, or if any Default or Event of Default then exists, the Co-Borrowers 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) Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Co-Borrowers, Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans, with respect to which the notice was given, held by each Bank. Agent will promptly notify, in writing, each Bank of the amount of such Bank’s applicable percentage of that Conversion/Continuation. (e) Unless the Working Capital Majority Banks or Revolving Majority Banks otherwise agree, during the existence of a Default or Event of Default, the Co-Borrowers may not elect to have a Working Capital Loan or Revolving Loan converted into or continued as a Eurodollar Rate Loan. (f) After giving effect to any Borrowing, conversion or continuation of Loans, there may not be more than ten (10) Interest Periods in effect.

Conversion and Continuation Elections. (a) The Co-Borrowers may, upon irrevocable written notice to Agent in accordance with Subsection 2.05(b): (i) elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of any Eurodollar Rate Loan, to convert any such Loans into Loans of any other Type (provided, however, the principal amount of each Eurodollar Rate Loan and Daily Eurodollar Rate Loan must be at least $1,000,000.002,000,000); or (ii) elect, as of the last day of the applicable Interest Period, to continue any Loans having Interest Periods expiring on such day (provided, however, the principal amount of each Eurodollar Rate Loan must be at least $1,000,000.002,000,000); provided, however, 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 a principal amount that is less than $1,000,000.002,000,000, such Eurodollar Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Co-Borrowers to continue such Loans as, and convert such Loans into, Eurodollar Rate Loans shall terminate. (b) The Co-Borrowers HoldCo shall deliver a Notice of Conversion/Continuation to be received by Agent not later than 1:00 p.m. (New York City time) on the Conversion/Continuation Date if the Loans are to be converted into Base Rate Loans; and three (3) Business Day in 4812-0911-1547, v. 7 advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Eurodollar Rate Loans (other than Daily Eurodollar Rate Loans); not later than 12:00 p.m. (New York City time) on the Conversion/Continuation Date if the Loans are to be converted into Daily Eurodollar Rate Loans, specifying: (i) the proposed Conversion/Continuation Date; (ii) the aggregate amount of Loans to be converted or continued; (iii) the Type of Loans resulting from the proposed conversion or continuation; and (iv) other than in if the case of conversions into Base resulting Borrowing is a Eurodollar Rate LoansLoan, the duration of the requested Interest Period. If any such Interest Election Request requests a Eurodollar Borrowing (other than Daily Eurodollar Rate Loans) but does not specify an Interest Period, then the Co-Borrowers shall be deemed to have selected an Interest Period of one month’s duration. If any such Interest Election Request requests a Daily Eurodollar Rate Loan but does not specify an Interest Period, then the Co-Borrowers shall be deemed to have selected an Interest Period of one month’s duration. (c) If upon the expiration of any Interest Period applicable to Eurodollar Rate Loans, the Co-Borrowers have failed to timely select a new Interest Period to be applicable to its Eurodollar Rate Loans, or if any Default or Event of Default then exists, the Co-Borrowers 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) Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Co-Borrowers, Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans, with respect to which the notice was given, held by each Bank. Agent will promptly notify, in writing, each Bank of the amount of such Bank’s applicable percentage of that Conversion/Continuation. (e) Unless the Majority Banks otherwise agree, during the existence of a Default or Event of Default, the Co-Borrowers (i) no outstanding Loan may not elect be converted to have a Revolving Loan converted into or continued as a Eurodollar Rate LoanLoan and (ii) unless repaid, each Eurodollar Rate Loan shall be converted to a Base Rate Loan at the end of the Interest Period applicable thereto. (f) After giving effect to any Borrowing, conversion or continuation of Loans, there may not be more than ten (10) 10 Interest Periods in effect.

Conversion and Continuation Elections. (a) The Co-Borrowers Company may, upon irrevocable written notice to the Agent in accordance with Subsection 2.05(bSECTION 2.4(b): (i) elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of any Eurodollar Rate Loanother Type of Revolving Loans, to convert any such Loans (or any part thereof in an amount not less than $2,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of any other Type (provided, however, the principal amount of each Eurodollar Rate Loan must be at least $1,000,000.00)Type; or (ii) elect, elect as of the last day of the applicable Interest Period, to continue any Revolving Loans having Interest Periods expiring on such day (providedor any part thereof in an amount not less than $2,000,000, however, the principal amount or that is in an integral multiple of each Eurodollar Rate Loan must be at least $1,000,000.001,000,000 in excess thereof); provided, however, 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, thereof to a principal amount that is be less than $1,000,000.001,000,000, such Eurodollar Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Co-Borrowers Company to continue such Loans as, and convert such Loans into, Eurodollar Offshore Rate Loans shall terminate. (b) The Co-Borrowers Company shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 1:00 p.m. 9:00 a.m. (New York City California time) on the Conversion/Continuation Date if the Loans are to be converted into Base Rate Loans; and at least (i) three (3) Business Day Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Eurodollar Offshore Rate Loans, and (ii) on the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (iA) the proposed Conversion/Continuation Date; (iiB) the aggregate amount of Loans to be converted or continuedrenewed; (iiiC) the Type of Loans resulting from the proposed conversion or continuation; and (ivD) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Eurodollar Offshore Rate Loans, the Co-Borrowers have Company has failed to select timely select a new Interest Period to be applicable to its Eurodollar such Offshore Rate Loans, or if any Default or Event of Default then exists, the Co-Borrowers 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 Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Co-BorrowersCompany, the Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans, Loans with respect to which the notice was given, given held by each Bank. Agent will promptly notify, in writing, each Bank of the amount of such Bank’s applicable percentage of that Conversion/Continuation. (e) Unless the Majority Banks otherwise agree, during the existence of a Default or an Event of Default, the Co-Borrowers Company may not elect to have a Revolving Loan converted into or continued as a Eurodollar an Offshore Rate Loan. (f) After giving effect to any Borrowing, conversion or continuation of Loans, there may not be more than ten (10) 7 different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Co-Borrowers Company may, upon irrevocable written notice to the Administrative Agent in accordance with Subsection 2.05(bsubsection 2.4(b): (i) elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of any Eurodollar Rate LoanLoans, to convert any such Loans (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of any the other Type (provided, however, the principal amount of each Eurodollar Rate Loan must be at least $1,000,000.00)Type; or (ii) 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 (providedor any part thereof in an amount not less than $5,000,000, however, the principal amount or that is in an integral multiple of each Eurodollar Rate Loan must be at least $1,000,000.001,000,000 in excess thereof); provided, however, 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, thereof to a principal amount that is less than $1,000,000.001,000,000, such Eurodollar Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Co-Borrowers Company to continue such Loans as, and convert such Loans into, Eurodollar Rate Loans Loans, as the case may be, shall terminate. (b) The Co-Borrowers Company shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent not later than 1:00 p.m. 9:00 a.m. (New York City San Francisco time) on the Conversion/Continuation Date if the Loans are to be converted into Base Rate Loans; and at least (i) three (3) Business Day Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Eurodollar Loans; and (ii) on the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (iA) the proposed Conversion/Continuation Date; (iiB) the aggregate amount of Loans to be converted or continuedcontinued (and the respective portions, if any, thereof comprised of Revolving Loans or Term Out Loans); (iiiC) the Type of Loans resulting from the proposed conversion or continuation; and (ivD) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Eurodollar Rate Loans, the Co-Borrowers have Company has failed to select timely select a new Interest Period to be applicable to its Eurodollar Rate such Loans, or if any Default or Event of Default then exists, the Co-Borrowers 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 Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Co-BorrowersCompany, the Administrative Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans, Loans held by each Bank with respect to which the notice was given, held by each Bank. Agent will promptly notify, in writing, each Bank of the amount of such Bank’s applicable percentage of that Conversion/Continuation. (e) Unless the Majority Banks otherwise agree, during the existence of a Default or Event of Default, the Co-Borrowers Company may not elect to have a Revolving Loan converted into or continued as a Eurodollar Rate Loan. (f) After giving effect to any Borrowing, conversion or continuation of Loans, there may not be more than ten (10) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Co-Borrowers may, Borrower may upon irrevocable written notice from the Borrower to Agent in accordance with Subsection 2.05(b):the Agent: (i) elect, as of elect to convert on any Business Day, in the case of Base Rate Loans in an amount equal to One Million Dollars ($1,000,000) or any integral multiple of One Hundred Thousand Dollars ($100,000) in excess thereof, into LIBOR Loans, or as of the last day of the applicable Interest Period, in the case of any Eurodollar Rate Loan, to convert any such Loans into Loans of any other Type (provided, however, the principal amount of each Eurodollar Rate Loan must be at least $1,000,000.00); or (ii) elect, as of the last day of the applicable elect to convert on any Interest Period, to continue Payment Date any LIBOR Loans having Interest Periods expiring maturing on such day (provided, however, the principal amount of each Eurodollar Rate Loan must be at least $1,000,000.00); provided, however, 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 a principal amount that is less than $1,000,000.00, such Eurodollar Rate Loans shall automatically convert Interest Payment Date into Base Rate Loans, and on and after such date the right of the Co-Borrowers ; or (iii) elect to continue on any Interest Payment Date any LIBOR Loans maturing on such Loans as, and convert such Loans into, Eurodollar Rate Loans shall terminateInterest Payment Date (or any part thereof in an amount equal to One Million Dollars ($1,000,000) or any integral multiple of One Hundred Thousand Dollars ($100,000) in excess thereof). (b) The Co-Borrowers Borrower shall deliver a Notice of Conversion/Continuation Notice in accordance with SECTION 12.6 of this Agreement to be received by the Agent not later than 1:00 p.m. (New York City i) prior to 10:00 a.m., San Francisco, California time, at least three (3) Business Days in advance of the conversion date or continuation date, if any Loans are to be converted into or continued as LIBOR Loans; and (ii) prior to 10:00 a.m., San Francisco, California time on the Conversion/Continuation Date conversion date, if the any Loans are to be converted into Base Rate Loans; and three (3) Business Day in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Eurodollar Rate Loans, specifying: (i) the proposed Conversion/Conversion Date or Continuation Date; (ii) the aggregate amount of Loans to be converted or continued; (iii) the Type nature of Loans resulting from the proposed conversion or continuation; and (iv) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Eurodollar Rate any LIBOR Loans, the Co-Borrowers Borrower shall have failed to timely select have given due notice to the Agent of the Borrower's selection of a new Interest Period to be applicable to its Eurodollar Rate such LIBOR Loans, or if any Default or Event of Default then exists, the Co-Borrowers Borrower shall be deemed to have elected to convert such Eurodollar Rate LIBOR Loans into Base Rate Loans effective as of the expiration date of such Interest PeriodLoans. (d) Upon receipt of a Conversion/Continuation Notice, the Agent will promptly notify each Bank of its receipt of a Notice of Conversion/ContinuationLender thereof, or, if no timely notice is provided by the Co-BorrowersBorrower, the Agent will promptly notify each Bank Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to each Lender's applicable Pro Rata Share of the respective outstanding principal amounts of the Loans, Loans with respect to which the notice was given, held by each Bank. Agent will promptly notify, in writing, each Bank of the amount of such Bank’s applicable percentage of that Conversion/Continuation. (e) Unless the Majority Banks all Lenders shall otherwise agreeconsent, during the existence of a Potential Event of Default or an Event of Default, the Co-Borrowers Borrower may not elect to have a Revolving Loan converted into or continued as a Eurodollar Rate LIBOR Loan. (f) After giving effect to any Borrowing, conversion or continuation of Loans, there may not be more than ten (10) Interest Periods in effect.

Conversion and Continuation Elections. (a) The Co-Borrowers Company may, upon irrevocable written notice to the Agent in accordance with Subsection 2.05(bsubsection 2.4(b): (i) elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day lastday of the applicable Interest Period, in the case of any Eurodollar LIBO Rate LoanLoans, to convert any such Loans (or any part thereof in an amount not less than $500,000,or that is in an integral multiple of $250,000 in excess thereof) into Loans of any other Type (provided, however, the principal amount of each Eurodollar Rate Loan must be at least $1,000,000.00)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 (providedor any part thereof in an amount not less than $500,000, however, the principal amount or that is in an integral multiple of each Eurodollar Rate Loan must be at least $1,000,000.00250,000 in excess thereof); provided, however, that if at any time the aggregate amount of Eurodollar LIBO Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof, thereof to a principal amount that is be less than $1,000,000.001,000,000, such Eurodollar LIBO Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Co-Borrowers Company to continue such Loans as, and convert such Loans into, Eurodollar LIBO Rate Loans shall terminate. (b) The Co-Borrowers Company shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 1:00 p.m. 10:30 a.m. (New York City Pacific time) on at least (i) three Business Days in advance of the Conversion/Conversion/ Continuation Date Date, if the Loans are to be converted into Base or continued as LIBO Rate Loans; , and three (3ii) on the Business Day in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Eurodollar Base Rate Loans, specifying: (iA) the proposed Conversion/Continuation Date; (iiB) the aggregate amount of Loans to be converted or continued; (iiiC) the Type of Loans resulting from the proposed conversion or continuation; and (ivD) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Eurodollar LIBO Rate Loans, the Co-Borrowers have Company has failed to select timely select a new Interest Period to be applicable to its Eurodollar such LIBO Rate Loans, Loans or if any Default or Event of Default then exists, the Co-Borrowers Company 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 Period. (d) The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Co-BorrowersCompany, the Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans, with respect to which the notice was given, Loans held by each Bank. Agent will promptly notify, in writing, each Bank of the amount of such Bank’s applicable percentage of that Conversion/Continuation. (e) Unless the Majority Required Banks otherwise agreeconsent, during the existence of a Default or Event of Default, the Co-Borrowers Company may not elect to have a Revolving Loan converted into or continued as a Eurodollar LIBO Rate Loan. (f) After giving effect to any Borrowing, conversion or continuation of Loans, unless the Agent shall otherwise consent, there may not be more than ten (10) seven different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Co-Borrowers Company may, upon irrevocable written notice to the Agent in accordance with Subsection 2.05(bsubsection 2.4(b): (i) elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of any Eurodollar Rate LoanEurocurrency Loans, to convert any such Loans (or any part thereof in an amount not less than $500,000, or that is in an integral multiple or $100,000 in excess thereof) into Loans of any other Type (provided, however, the principal amount of each Eurodollar Rate Loan must be at least $1,000,000.00)Type; or (ii) elect, as of the last day of the applicable Interest Period, to continue any Eurocurrency Loans having Interest Periods expiring on such day (providedor any part thereof in an amount not less than $500,000, however, the principal amount of each Eurodollar Rate Loan must be at least or that is in an integral multiple or $1,000,000.00100,000 in excess thereof); provided, howeverPROVIDED, that if at any time the aggregate amount of Eurodollar Rate Eurocurrency Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof, thereof to a principal amount that is be less than $1,000,000.00500,000, such Eurodollar Rate Eurocurrency Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Co-Borrowers Company to continue such Loans as, and convert such Loans into, Eurodollar Rate Eurocurrency Loans shall terminate. (b) The Co-Borrowers Company shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 1:00 p.m. 12:00 noon (New York City time) on at least (i) three Business Days in advance of the Conversion/Continuation Date Conversion]Continuation Date, if the Loans are to be converted into Base Rate or continued as Eurocurrency Loans; and three (3ii) Business Day in advance of on the Conversion/Continuation Date, if the Loans are to be converted into or continued as Eurodollar Base Rate Loans, specifying: (iA) the proposed Conversion/Continuation Conversion]Continuation Date; (iiB) the aggregate amount of Loans to be converted or continued; (iiiC) the Type of Loans resulting from the proposed conversion or continuation; and; (ivD) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period; and (E) if such Loan is to be converted to a Eurocurrency Loan in an Alternative Currency, the currency thereof. (c) If upon the expiration of any Interest Period applicable to Eurodollar Rate Eurocurrency Loans, the Co-Borrowers have Company has failed to select timely select a new Interest Period to be applicable to its Eurodollar Rate such Eurocurrency Loans, as the case may be, or if any Default or Event of Default then exists, the Co-Borrowers Company shall be deemed to have elected to convert such Eurodollar Rate Eurocurrency Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Bank Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Co-BorrowersCompany, the Agent will promptly notify each Bank Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans, Loans with respect to which the notice was given, given held by each Bank. Agent will promptly notify, in writing, each Bank of the amount of such Bank’s applicable percentage of that Conversion/ContinuationLender. (e) Unless the Majority Banks Required Lenders otherwise agreeconsent, during the existence of a Default or Event of Default, the Co-Borrowers Company may not elect to have a Revolving Loan converted into or continued as a Eurodollar Rate Eurocurrency Loan. (f) After giving effect to any Borrowing, conversion or continuation of Eurocurrency Loans, unless the Agent shall otherwise consent, there may not be more than ten (10) five different Interest Periods in effecteffect with respect to Eurocurrency Loans.

Conversion and Continuation Elections. (a) The Co-Borrowers may, Company may upon irrevocable written notice to the Administrative Agent in accordance with Subsection 2.05(bsubsection 2.4(b): (i) elect, as of elect to convert on any Business Day, in the case of any Base Rate LoansLoans (or any part thereof in an amount not less than One Million Dollars ($1,000,000), or as that is in an integral multiple of Five Hundred Thousand Dollars ($500,000) in excess thereof) into IBOR Loans; or (ii) elect to convert on the last day of the applicable Interest PeriodPeriod any IBOR Loans having Interest Periods maturing on such day (or any part thereof in an amount not less than One Million Dollars ($1,000,000), or that is in the case an integral multiple of any Eurodollar Five Hundred Thousand Dollars ($500,000) in excess thereof) into Base Rate Loan, to convert any such Loans into Loans of any other Type (provided, however, the principal amount of each Eurodollar Rate Loan must be at least $1,000,000.00)Loans; or (iiiii) elect, as of elect to continue on the last day of the applicable Interest Period, to continue Period any IBOR Loans having Interest Periods expiring maturing on such day (providedor any part thereof in an amount not less than One Million Dollars ($1,000,000), however, the principal amount or that is in an integral multiple of each Eurodollar Rate Loan must be at least Five Hundred Thousand Dollars ($1,000,000.00500,000) in excess thereof); provided, howeverPROVIDED, that if at any time the aggregate amount of Eurodollar Rate IBOR Loans in respect of any Borrowing is shall have been reduced, by payment, prepayment, or conversion of part thereof, thereof to a principal amount that is be less than One Million Dollars ($1,000,000.001,000,000), such Eurodollar Rate IBOR Loans shall automatically convert (on the last day of the applicable Interest Period) into Base Rate Loans, and on and after such date the right of the Co-Borrowers Company to continue such Loans as, and convert such Loans into, Eurodollar Rate Loans IBOR Loans, as the case may be, shall terminate. (b) The Co-Borrowers Company shall deliver a Notice of Conversion/Continuation in accordance with Section 10.2 to be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (New York City Chicago time) at least (i) two Business Days in advance of the Conversion Date or continuation date, if the Loans are to be converted into or continued as IBOR Loans; and (ii) on the Conversion/Continuation Date Conversion Date, if the Loans are to be converted into Base Rate Loans; and three (3) Business Day in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Eurodollar Rate Loans, specifying: (iA) the proposed Conversion/Continuation DateConversion Date or continuation date; (iiB) the aggregate amount of Loans to be converted or continued; (iiiC) the Type nature of Loans resulting from the proposed conversion or continuation; and (ivD) other than in the case of conversions Loans to be continued as or converted into Base Rate IBOR Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Eurodollar Rate IBOR Loans, the Co-Borrowers have Company has failed to timely select a new Interest Period to be applicable to its Eurodollar Rate such IBOR Loans, as the case may be, or if any Default or Event of Default shall then existsexist, the Co-Borrowers Company shall be deemed to have elected to convert such Eurodollar Rate IBOR Loans into Base Rate Loans effective as of the expiration date of such current Interest Period. (d) Agent will promptly notify each Bank of its Upon receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Lender thereof, or, if no timely notice is provided by the Co-BorrowersCompany, the Administrative Agent will promptly notify each Bank Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably pro rata according to the respective outstanding principal amounts of the Loans, with respect to which the notice was given, held by each Bank. Agent will promptly notify, in writing, each Bank of the amount of such Bank’s applicable percentage of that Conversion/ContinuationLender. (e) Unless the Majority Banks otherwise agree, during During the existence of a Default or Event of Default, the Co-Borrowers Company may not elect to have a Revolving Loan converted into or continued as a Eurodollar Rate an IBOR Loan. (f) After Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, conversion or continuation of any Loans, there may shall not be more than ten (10) eight different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Co-Borrowers may, upon irrevocable written notice to the Administrative Agent in accordance with Subsection 2.05(b): subsection 2.04(b): (i) elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of any Eurodollar Rate LoanLoans, to convert any such Loans (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of any other Type (provided, however, the principal amount of each Eurodollar Interest Rate Loan must be at least $1,000,000.00)Type; or or (ii) elect, elect as of the last day of the applicable Interest Period, to continue as Eurodollar Rate Loans any Revolving Loans or Term Loans having Interest Periods expiring on such day (providedor any part thereof in an amount not less than $5,000,000, however, the principal amount or that is in an integral multiple of each Eurodollar Rate Loan must be at least $1,000,000.001,000,000 in excess thereof); provided, however, 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, thereof to a principal amount that is be less than $1,000,000.001,000,000, such Eurodollar Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Co-applicable Borrowers to continue such Loans as, and convert such Loans into, Eurodollar Rate Loans shall terminate. (b) The Co-applicable Borrowers shall deliver a Notice of Conversion/Conversion/ Continuation to be received by the Administrative Agent not later than 1:00 p.m. 9:00 a.m. (New York City Houston, Texas time) on the Conversion/Continuation Date if the Loans are to be converted into Base Rate Loans; and at least (i) three (3) Business Day Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Eurodollar Rate Loans; and (ii) one (1) Business Day in advance of the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: : (iA) the proposed Conversion/Continuation Date; ; (iiB) the identity of the applicable Borrower or Borrowers, the Interest Rate Type of Loans to be converted or continued and whether such Loans are Revolving Loans or Term Loans; (C) the aggregate amount of Loans to be converted or continued; ; (iiiD) the Interest Rate Type of Loans resulting from the proposed conversion or continuation; and and (ivE) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest PeriodPeriod(s). If the Notice of Conversion/Continuation fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be three (3) months. (c) If upon the expiration of any Interest Period applicable to Eurodollar Rate Loans, the Co-Borrowers have Company has failed to select timely select a new Interest Period to be applicable to its such Eurodollar Rate Loans, or if any Default or Event of Default then exists, the Co-applicable Borrowers 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 Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Co-applicable Borrowers, the Administrative Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans, Loans with respect to which the notice was given, given held by each Bank. Agent will promptly notify, in writing, each Bank of the amount of such Bank’s applicable percentage of that Conversion/Continuation. (e) Unless the Majority Banks otherwise agree, during the existence of a Default or Event of Default, the Co-applicable Borrowers may not elect to have a Revolving Loan converted into or continued as a Eurodollar Rate Loan. (f) After giving effect to any Borrowing, conversion or continuation of Loans, there may not be more than ten eight (10) 8) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The A Co-Borrowers Borrower may, upon irrevocable written notice to the Administrative Agent in accordance with Subsection 2.05(b2.04(b): (i) elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of any Eurodollar Rate Loan, to convert any such Loans into Loans of any other Type (provided, however, the principal amount Eurodollar Effective Amount of each Eurodollar Rate Loan must be at least $1,000,000.0015,000,000.00); or (ii) elect, elect as of the last day of the applicable Interest Period, to continue any Revolving Loans having Interest Periods expiring on such day (provided, however, the principal amount Eurodollar Effective Amount of each Eurodollar Rate Loan must be at least $1,000,000.0015,000,000.00); provided, however, 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 a principal amount that is have an Eurodollar Effective Amount of less than $1,000,000.0015,000,000.00, such Eurodollar Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the such Co-Borrowers Borrower to continue such Loans as, and convert such Loans into, Eurodollar Rate Loans shall terminate. (b) The A Co-Borrowers Borrower shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent not later than 1:00 p.m. (New York City time) on the Conversion/Continuation Date if the Loans are to be converted into Base Rate Loans; and three (3) Business Day Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Eurodollar Rate Loans, specifying: (i) the proposed Conversion/Continuation Date; (ii) the aggregate amount of Loans to be converted or continued; (iii) the Type of Loans resulting from the proposed conversion or continuation; and (iv) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Eurodollar Rate Loans, the a Co-Borrowers have Borrower has failed to timely select a new Interest Period to be applicable to its Eurodollar Rate Loans, or if any Default or Event of Default then exists, the such Co-Borrowers 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 Bank of its receipt and the contents of a Notice of Conversion/Continuation, or, if no timely notice is provided by the a Co-BorrowersBorrower, the Administrative Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans, with respect to which the notice was given, held by each Bank. Agent will promptly notify, in writing, each Bank of the amount of such Bank’s applicable percentage of that Conversion/Continuation. (e) Unless the Majority Banks otherwise agree, during the existence of a Default or Event of Default, the Co-Borrowers may not elect to have a Revolving Loan converted into or continued as a an Eurodollar Rate Loan. (f) After giving effect to any Borrowing, conversion or continuation of Loans, there may not be more than ten seven (107) Interest Periods in effect. (g) The Administrative Agent will promptly notify, in writing, each Bank of the amount of such Bank’s Pro Rata Share of that Borrowing.

Conversion and Continuation Elections. (a) The Co-Borrowers Company on behalf of any Borrower may, upon irrevocable written notice to the Agent in accordance with Subsection 2.05(bsubsection 2.4(b): (i) elect, as of any Business Day, in the case of its Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of any Eurodollar its Offshore Rate LoanLoans denominated in Dollars, to convert any such Loans (or any part thereof in an amount not less than the Minimum Tranche) into Loans of any other Type (provided, however, the principal amount of each Eurodollar Rate Loan must be at least $1,000,000.00)Type; or (ii) elect, as of the last day of the applicable Interest Period, to continue any of its Loans having Interest Periods expiring on such day (provided, however, or any part thereof in an amount not less than the principal amount of each Eurodollar Rate Loan must be at least $1,000,000.00Minimum Tranche); provided, however, 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, thereof to a principal amount that is be less than $1,000,000.001,000,000, 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 Co-Borrowers Company on behalf of the respective Borrower to continue such Loans as, and convert such Loans into, Eurodollar Offshore Rate Loans shall terminate. (b) The Co-Borrowers Company on behalf of any Borrower shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 1:00 p.m. 8:00 a.m. (New York City San Francisco time) on at least (i) five Business Days in advance of the Conversion/Continuation Date if the Loans are to be converted into Base Rate continued as Offshore Currency Loans; and (ii) three (3) Business Day Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Eurodollar Offshore Rate Loans denominated in Dollars; and (iii) on the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (iA) The identity of the Borrower of the Loans to be converted or continued; (B) the proposed Conversion/Continuation Date; (iiC) the aggregate amount of Loans to be converted or continued; (iiiD) the Type of Loans resulting from the proposed conversion or continuation; and (ivE) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Eurodollar Offshore Rate LoansLoans denominated in Dollars, the Co-Borrowers have Company on behalf of the respective Borrower has failed to select timely select a new Interest Period to be applicable to its Eurodollar such Offshore Rate Loans, or if any Default or Event of Default then exists, the Co-Borrowers Company on behalf of the respective 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. If the Company on behalf of any Borrower has failed to select a new Interest Period to be applicable to Offshore Currency Loans prior to the fifth Business Day in advance of the expiration date of the current Interest Period applicable thereto as provided in subsection 2.4(b), or if any Default or Event of Default shall then exist, subject to the provisions of subsection 2.5(d), the Company on behalf of such Borrower shall be deemed to have elected to continue such Offshore Currency Loans on the basis of a one month Interest Period. (d) The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Co-BorrowersCompany on behalf the respective Borrower, the Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans, Loans with respect to which the notice was given, given held by each Bank. Agent will promptly notify, in writing, each Bank of the amount of such Bank’s applicable percentage of that Conversion/Continuation. (e) Unless the Majority Banks otherwise agree, during the existence of a Default or Event of Default, the Co-Borrowers Company may not elect on behalf of any Borrower to have a Revolving Loan denominated in Dollars converted into or continued as a Eurodollar an Offshore Rate LoanLoan denominated in Dollars, or an Offshore Currency Loan continued on the basis of an Interest Period exceeding one month. (f) After giving effect to any Borrowing, conversion or continuation of Loans, there may not be more than ten fifteen (1015) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Co-Borrowers mayCompany may in ------------------------------------- respect of its outstanding Loans, upon irrevocable written notice to the Agent in accordance with Subsection 2.05(bsubsection 2.04(c): (i) elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of any Eurodollar Rate Loanother Type of Loans, to convert any such 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 (provided, however, the principal amount of each Eurodollar Rate Loan must be at least $1,000,000.00)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 (providedor any part thereof in an amount not less than $10,000,000, however, the principal amount or that is in an integral multiple of each Eurodollar Rate Loan must be at least $1,000,000.001,000,000 in excess thereof); provided, however, 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, thereof to a principal amount that is be less than $1,000,000.0010,000,000, 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 Co-Borrowers Company to continue such Loans as, and convert such Loans into, Eurodollar Offshore Rate Loans or CD Rate Loans, as the case may be, shall terminate. (b) The Co-Borrowers Company shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 1:00 p.m. 9:00 a.m. (New York City San Francisco time) on the Conversion/Continuation Date if the Loans are to be converted into Base Rate Loans; and (i) three (3) Business Day Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Eurodollar Offshore Rate Loans; (ii) two Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as CD Rate Loans; and (iii) on the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (iA) the proposed Conversion/Continuation Date; (iiB) the aggregate amount of Loans to be converted or continuedrenewed; (iiiC) the Type of Loans resulting from the proposed conversion or continuation; and (ivD) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Eurodollar CD Rate Loans, Loans or Offshore Rate Loans the Co-Borrowers have Company has failed to select in a timely select manner a new Interest Period to be applicable to its Eurodollar such CD Rate Loans or Offshore Rate Loans, as the case may be, or if any Default or Event of Default then exists, the Co-Borrowers Company shall be deemed to have elected to convert such Eurodollar CD Rate Loans or Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Co-BorrowersCompany, the Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans, Loans held by each Bank with respect to which the notice was given, held by each Bank. Agent will promptly notify, in writing, each Bank of the amount of such Bank’s applicable percentage of that Conversion/Continuation. (e) Unless the Majority Banks otherwise agree, during the existence of a Default or Event of Default, the Co-Borrowers Company may not elect to have a Revolving Loan converted into or continued as an Offshore Rate Loan or a Eurodollar CD Rate Loan. (f) After giving effect to any Borrowing, 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 Co-Borrowers Company may, upon irrevocable written notice to the Administrative Agent in accordance with Subsection 2.05(bsubsection 2.04(b): (i) elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of any Eurodollar Offshore Rate LoanLoans, to convert Loans (or any such Loans part thereof in an amount not less than $500,000 or that is in an integral multiple of $100,000 in excess thereof) into Loans of any other Type (provided, however, the principal amount of each Eurodollar Rate Loan must be at least $1,000,000.00)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 (providedor any part thereof in an amount not less than $500,000, however, the principal amount or that is in an integral multiple of each Eurodollar Rate Loan must be at least $1,000,000.00100,000 in excess thereof); provided, however, 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, thereof to a principal amount that is be less than $1,000,000.00500,000, 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 Co-Borrowers Company to continue such Loans as, and convert such Loans into, Eurodollar Offshore Rate Loans shall terminate. (b) The Co-Borrowers Company shall deliver a Notice of Conversion/Continuation Borrowing to be received by the Administrative Agent not later than 1:00 p.m. 12:00 noon at least (New York City timei) on three Business Days in advance of the applicable Conversion/Continuation Date Date, if the relevant Loans are to be converted into Base or continued as Offshore Rate Loans; and three Loans in Dollars, (3ii) four Business Day Days in advance of the Conversion/Continuation Date, if the relevant Loans are to be converted into or continued as Eurodollar Offshore Currency Loans, and (iii) on the Conversion/Continuation Date, if the relevant Loans are to be converted into Base Rate Loans, specifying: (iA) the proposed Conversion/Continuation Date; (iiB) the aggregate amount of Loans to be converted or continued; (iiiC) the Type of Loans resulting from the proposed conversion or continuationcontinuation and in the case of an Offshore Rate Loan, the Applicable Currency; and (ivD) other than in the case of conversions into Base 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 Co-Borrowers have Company has failed to timely select a new Interest Period to be applicable to its Eurodollar such Offshore Rate Loans, or if any Default or Event of Default then exists, the Co-Borrowers 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 Bank Lender of its receipt of a Notice of Conversion/ContinuationBorrowing, or, if no timely notice is provided by the Co-BorrowersCompany, the Administrative Agent will promptly notify each Bank Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans, with respect to which the notice was given, held by each Bank. Agent will promptly notify, in writing, each Bank of the amount of such Bank’s applicable percentage of that Conversion/ContinuationLender. (e) Unless the Majority Banks Required Lenders otherwise agreeconsent, during the existence of a Default or Event of Default, the Co-Borrowers Company may not elect to have a Revolving 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 BorrowingPerson the Administrative Agent or any Lender in good faith believes to be acting on behalf of the Company. The Company agrees to deliver promptly to the Administrative Agent a written confirmation of each telephonic notice, conversion or continuation signed by a Responsible Officer. If the written confirmation differs in any material respect from the action taken by the Administrative Agent and the Lenders, the records of Loans, there may not be more than ten (10) Interest Periods in effectthe Administrative Agent and the Lenders shall govern absent manifest error.

Conversion and Continuation Elections. (a) The Co-Borrowers may, Borrower may upon irrevocable written notice to Agent Lender in accordance with Subsection 2.05(bSection 2.10(b): (i) elect, as of elect to convert on any Business Day, in the case all or any portion of any Base Rate Loan in an aggregate minimum amount of $500,000 or any multiple of $500,000 in excess thereof into Eurodollar Rate Loans, or as of ; or (ii) elect to convert on the last day of the applicable Interest Period, in the case Period all or any portion of any Eurodollar Rate Loan, to convert any Loans having Interest Periods maturing on such Loans into Loans of any other Type (provided, however, the principal day in an aggregate minimum amount of each Eurodollar $500,000 or any multiple of $500,000 in excess thereof into Base Rate Loan must be at least $1,000,000.00)Loans; or (iiiii) elect, as of elect to renew on the last day of the applicable Interest Period, to continue Period any Eurodollar Rate Loans having Interest Periods expiring maturing on such day (provided, however, the principal in an aggregate minimum amount of each Eurodollar Rate Loan must be at least $1,000,000.00)500,000 or any multiple of $500,000 in excess thereof; provided, however, that if at any time the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is reduced, shall have been reduced by payment, prepayment, prepayment or conversion of part thereof, thereof to a principal amount that is be less than $1,000,000.00, 500,000 such Eurodollar Rate Loans shall automatically convert into Base Rate Loans, Loans and on and after such date the right of the Co-Borrowers Borrower to continue such Loans as, and to convert such Loans into, Eurodollar Rate Loans Loans, as the case may be, shall terminate. (b) The Co-Borrowers Borrower shall either (i) deliver to Lender a Notice of Conversion/Continuation or (ii) give telephonic notice thereof to be received Lender (promptly confirmed by Agent delivering to Lender a Notice of Conversion/Continuation), not later than 1:00 12:00 p.m. (New York City Chicago time) on the Conversion/Continuation Date if the Loans are to be converted into Base Rate Loans; and three date two (32) Business Day Days in advance of the Conversion/Continuation DateConversion Date or continuation date, if the Loans are to be converted into or continued as Eurodollar Rate Loans, specifying: : (i) the proposed Conversion/Continuation Date; Conversion Date or continuation date; (ii) the aggregate amount of Loans to be converted or continued; ; and (iii) the Type of Loans resulting from the proposed conversion or continuation; and (iv) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest PeriodPeriod with respect to any Loans to be converted into, or continued, as Eurodollar Rate Loans. (c) If upon the expiration of any Interest Period applicable to Eurodollar Rate Loans, the Co-Borrowers have Borrower has failed to select timely select a new Interest Period to be applicable to its such Eurodollar Rate Loans, or if any Default or Event of Default shall then existsexist, the Co-Borrowers 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 current Interest Period. (d) Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Co-Borrowers, Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations Unless Lender shall be made ratably according to the respective outstanding principal amounts of the Loans, with respect to which the notice was given, held by each Bank. Agent will promptly notify, in writing, each Bank of the amount of such Bank’s applicable percentage of that Conversion/Continuation. (e) Unless the Majority Banks otherwise agree, during the existence of a Default or Event of Default, the Co-Borrowers Borrower may not elect to have a Revolving Loan converted into or continued as a Eurodollar Rate Loan. (fe) After Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion or continuation of any Loans, there may shall not be more than ten five (105) different Interest Periods in effecteffect with respect to all Loans at any one time.

Conversion and Continuation Elections. (a) The Co-Borrowers Company may, upon irrevocable written notice to the Agent in accordance with Subsection 2.05(b): 2.04(b): (i) elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of any Eurodollar Offshore Rate LoanLoans, to convert any such Loans (or any part thereof in an amount not less than $2,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of any other Type (provided, however, the principal amount of each Eurodollar Interest Rate Loan must be at least $1,000,000.00)Type; or or (ii) elect, elect as of the last day of the applicable Interest Period, to continue any Revolving Loans having Interest Periods expiring on such day (providedor any part thereof in an amount not less than $2,000,000, however, the principal amount or that is in an integral multiple of each Eurodollar Rate Loan must be at least $1,000,000.001,000,000 in excess thereof); provided, however, 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, thereof to a principal amount that is be less than $1,000,000.002,000,000, such Eurodollar Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Co-Borrowers Company to continue such Loans as, and convert such Loans into, Eurodollar Offshore Rate Loans shall terminate. (b) The Co-Borrowers Company shall deliver a Notice of Conversion/Conversion/ Continuation to be received by the Agent not later than 1:00 p.m. 9:00 a.m. (New York City San Francisco, California time) on the Conversion/Continuation Date if the Loans are to be converted into Base Rate Loans; and at least (i) three (3) Business Day Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Eurodollar Offshore Rate Loans; and (ii) one Business Day in advance of the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: : (iA) the proposed Conversion/Conversion/ Continuation Date; ; (iiB) the aggregate amount of Loans to be converted or continued; renewed; (iiiC) the Interest Rate Type of Loans resulting from the proposed conversion or continuation; and and (ivD) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Eurodollar Offshore Rate Loans, the Co-Borrowers have Company has failed to select timely select a new Interest Period to be applicable to its Eurodollar Offshore Rate Loans, or if any Default or Event of Default then exists, the Co-Borrowers 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 Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Co-BorrowersCompany, the Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans, Loans with respect to which the notice was given, given held by each Bank. Agent will promptly notify, in writing, each Bank of the amount of such Bank’s applicable percentage of that Conversion/Continuation. (e) Unless the Majority Banks otherwise agree, during the existence of a Default or Event of Default, the Co-Borrowers Company may not elect to have a Revolving Loan converted into or continued as a Eurodollar an Offshore Rate Loan. (f) After giving effect to any Borrowing, conversion or continuation of Loans, there may not be more than ten seven (107) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Co-Borrowers Company may, upon irrevocable written notice to the Agent in accordance with Subsection 2.05(bsubsection 2.04(b): (i) elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of any Eurodollar Offshore Rate LoanLoans, to convert any such Loans (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of any other Type (provided, however, the principal amount of each Eurodollar Rate Loan must be at least $1,000,000.00)Type; or (ii) in the case of Offshore Rate Loans, elect, as of the last day of the applicable Interest Period, to continue any Loans having Interest Periods expiring on such day (providedor any part thereof in an amount not less than $5,000,000, however, the principal amount or that is in an integral multiple of each Eurodollar Rate Loan must be at least $1,000,000.001,000,000 in excess thereof); provided, however, 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, thereof to a principal amount that is be less than $1,000,000.005,000,000, such Eurodollar Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Co-Borrowers Company to continue such Loans as, and convert such Loans into, Eurodollar Offshore Rate Loans shall terminate. (b) The Co-Borrowers Company shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 1:00 p.m. (New York City 9:00 a.m. Seattle time) on the Conversion/Continuation Date if the Loans are to be converted into Base Rate Loans; and three at least (3i) four Business Day Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Eurodollar Offshore Rate Loans; and (ii) on the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (iA) the proposed Conversion/Continuation Date; (iiB) the aggregate amount of Loans to be converted or continued; (iiiC) the Type of Loans resulting from the proposed conversion or continuation; and (ivD) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Eurodollar Offshore Rate Loans, the Co-Borrowers have Company has failed to timely select a new Interest Period to be applicable to its Eurodollar such Offshore Rate Loans, or if any Default or Event of Default then exists, the Co-Borrowers 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 Bank of its receipt of a Notice of Conversion/Continuation, Continuation or, if no timely notice is provided by the Co-BorrowersCompany, the Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans, Loans with respect to which the notice was given, given held by each Bank. Agent will promptly notify, in writing, each Bank of the amount of such Bank’s applicable percentage of that Conversion/Continuation. (e) Unless the Majority Banks otherwise agreeconsent, during the existence of a Default or Event of Default, the Co-Borrowers Company may not elect to have a Revolving Loan converted into or continued as a Eurodollar an Offshore Rate Loan. (f) After giving effect to any Borrowing, conversion or continuation of Loans, unless the Agent shall otherwise consent, there may not be more than ten (10) twelve different Interest Periods in effect.

Conversion and Continuation Elections. (a) 2.4.1 The Co-Borrowers Borrower may, upon irrevocable written notice to the Administrative Agent in accordance with Subsection 2.05(b):Section 2.4.2: ------------- (ia) elect, as of any Business Day, in the case of Base Reference Rate Loans, or as of the last day of the applicable Interest Period, in the case of any Eurodollar Rate LoanLIBOR Loans, to convert any such Loans (or any part thereof in an amount not less than $5,000,000.00, or that is in an integral multiple of $100,000 in excess thereof) into Loans of any other Type (provided, however, the principal amount of each Eurodollar Rate Loan must be at least $1,000,000.00)Type; or (iia) elect, as of the last day of the applicable Interest Period, to continue any Loans having Interest Periods expiring on such day (providedor any part thereof in an amount not less than $5,000,000.00, however, the principal amount or that is in an integral multiple of each Eurodollar Rate Loan must be at least $1,000,000.00100,000 in excess thereof); provided, however, that if at any time the aggregate amount of Eurodollar Rate LIBOR Loans in respect of -------- any Borrowing is reduced, by payment, prepayment, or conversion of part thereof, thereof to a principal amount that is be less than $1,000,000.005,000,000, such Eurodollar Rate LIBOR Loans shall automatically convert into Base Reference Rate Loans, and on and after such date the right of the Co-Borrowers Borrower to continue such Loans as, and convert such Loans into, Eurodollar Rate LIBOR Loans shall terminate. (b) 2.4.2 The Co-Borrowers Borrower shall deliver a Notice of Conversion/Continuation by facsimile, immediately confirmed in writing, to be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. San Francisco time at least (New York City timei) on the Conversion/Continuation Date if the Loans are to be converted into Base Rate Loans; and three four (34) Business Day Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Eurodollar LIBOR Loans; and (ii) one (1) Business Day in advance of the Conversion/ Continuation Date, if the Loans are to be converted into Reference Rate LoansLoans (provided, however, that the Administrative Agent may, in its discretion, permit the Borrower's chief financial officer, treasurer or controller to give such notice by telephone, to be followed by a written Notice of Conversion/Continuation within forty-eight (48) hours), specifying: (ia) the proposed Conversion/Continuation Date; (iib) the aggregate amount of Loans to be converted or continuedrenewed; (iiic) the Type of Loans resulting from the proposed conversion or continuation; and (ivd) other than in the case of conversions into Base Reference Rate Loans, the duration of the requested Interest Period. (c) 2.4.3 If upon the expiration of any Interest Period applicable to Eurodollar Rate Loans, LIBOR Loans the Co-Borrowers have Borrower has failed to select timely select a new Interest Period to be applicable to its Eurodollar Rate such LIBOR Loans, or if any Default or Event of Default then exists, the Co-Borrowers 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 Interest Period. (d) 2.4.4 The Administrative Agent will promptly notify each Bank of within one (1) Business Day after its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Co-BorrowersBorrower, the Administrative Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans, Loans with respect to which the notice was given, held by each Bank. Agent will promptly notify, in writing, each Bank of the amount of such Bank’s applicable percentage of that Conversion/Continuation. (e) 2.4.5 Unless the Majority Banks otherwise agree, (a) during the existence of a Default or Event of Monetary Default, the Co-Borrowers Borrower may not elect to have a Revolving Loan converted into or continued as a Eurodollar Rate LIBOR Loan having an Interest Period longer than one (1) month, and (b) during the existence of an Event of Default, the Borrower may not elect to have a Loan converted into or continued as a LIBOR Loan. (f) 2.4.6 After giving effect to any Borrowing, conversion or continuation of Loans, there may not be more than ten eight (10) 8) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Co-Borrowers Company may, upon irrevocable written notice to Agent the Bank in accordance with Subsection 2.05(bSECTION 2.4(b): (i) elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of any Eurodollar Rate Loanother Type of Loans, to convert any such Loans (or any part thereof in an amount not less than $250,000, or that is in an integral multiple of $1,000 in excess thereof) into Loans of any other Type (provided, however, the principal amount of each Eurodollar Rate Loan must be at least $1,000,000.00)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 (providedor any part thereof in an amount not less than $250,000, however, the principal amount or that is in an integral multiple of each Eurodollar Rate Loan must be at least $1,000,000.001,000 in excess thereof); providedPROVIDED, however, that 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, thereof to a principal amount that is be less than $1,000,000.00250,000, such Eurodollar Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Co-Borrowers Company to continue such Loans as, and convert such Loans into, Eurodollar into Offshore Rate Loans shall terminate. (b) The Co-Borrowers Company shall deliver a Notice of Conversion/Continuation to be received by Agent the Bank not later than 1:00 p.m. 11:00 a.m. (New York City Chicago time) on the Conversion/Continuation Date if the Loans are to be converted into Base Rate Loans; and at least (i) three (3) Business Day Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Eurodollar Offshore Rate Loans and (ii) on the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (iA) the proposed Conversion/Continuation Date; (iiB) the aggregate amount of Loans to be converted or continuedrenewed; (iiiC) the Type of Loans resulting from the proposed conversion or continuation; and (ivD) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Eurodollar Offshore Rate Loans, the Co-Borrowers have Company has failed to select timely select a new Interest Period to be applicable to its Eurodollar such Offshore Rate Loans, Loans or if any Default or Event of Default then exists, the Co-Borrowers 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) Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Co-Borrowers, Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans, with respect to which the notice was given, held by each Bank. Agent will promptly notify, in writing, each Bank of the amount of such Bank’s applicable percentage of that Conversion/Continuation. (e) Unless the Majority Banks otherwise agree, during During the existence of a Default or Event of Default, the Co-Borrowers Company may not elect to have a Revolving Loan converted into or continued as a Eurodollar an Offshore Rate Loan. (fe) After giving effect to any Borrowing, conversion or continuation of Loans, there may not be more than ten (10) fifteen different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Co-Borrowers Company may, upon irrevocable written notice to the Co-Administrative Agent in accordance with Subsection 2.05(bsubsection 2.04(b): (i) elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of any Eurodollar Offshore Rate LoanLoans, to convert any such Loans (or any part thereof in an amount not less than $500,000 or that is in an integral multiple of $100,000 in excess thereof) into Loans of any other Type (provided, however, the principal amount of each Eurodollar Rate Loan must be at least $1,000,000.00)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 (providedor any part thereof in an amount not less than $500,000, however, the principal amount or that is in an integral multiple of each Eurodollar Rate Loan must be at least $1,000,000.00100,000 in excess thereof); provided, however, 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, thereof to a principal amount that is be less than $1,000,000.00, 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 Co-Borrowers Company to continue such Loans as, and convert such Loans into, Eurodollar Offshore Rate Loans shall terminate. (b) The Co-Borrowers Company shall deliver a Notice of Conversion/Continuation to be received by the Co-Administrative Agent not later than 1:00 12:00 p.m. (New York City Chicago time) on the Conversion/Continuation Date if the Loans are to be converted into Base Rate Loans; and at least (i) three (3) Business Day Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Eurodollar Offshore Rate Loans in Dollars, (ii) four Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Currency Loans, and (iii) on the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying:: - 26 - (iA) the proposed Conversion/Continuation Date; (iiB) the aggregate amount of Loans to be converted or continued; (iiiC) the Type of Loans resulting from the proposed conversion or continuationcontinuation and in the case of an Offshore Rate Loan, the Applicable Currency; and (ivD) other than in the case of conversions into Base 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 Co-Borrowers have Company has failed to select timely select a new Interest Period to be applicable to its Eurodollar such Offshore Rate Loans, or if any Default or Event of Default then exists, the Co-Borrowers 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 Bank Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Company, the Co-Borrowers, Administrative Agent will promptly notify each Bank Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans, with respect to which the notice was given, held by each Bank. Agent will promptly notify, in writing, each Bank of the amount of such Bank’s applicable percentage of that Conversion/ContinuationLender. (e) Unless the Majority Banks Required Lenders otherwise agreeconsent, during the existence of a Default or Event of Default, the Co-Borrowers Company may not elect to have a Revolving 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 Co-Administrative Agent to accept Notices of Conversion/Continuation based on telephonic notices made by any Borrowingperson or persons the Co-Administrative Agent or any Lender in good faith believes to be acting on behalf of the Company. The Company agrees to deliver promptly to the Co-Administrative Agent a written confirmation of each telephonic notice, conversion or continuation signed by a Responsible Officer. If the written confirmation differs in any material respect from the action taken by the Co-Administrative Agent and the Lenders, the records of Loans, there may not be more than ten (10) Interest Periods in effectthe Co-Administrative Agent and the Lenders shall govern absent manifest error.

Conversion and Continuation Elections. (a) The Co-Borrowers Company may, upon irrevocable written notice to the Administrative Agent in accordance with Subsection 2.05(bsubsection 2.5(b): (i) elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of any Eurodollar Offshore Rate LoanLoans, to convert any such Loans (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of any other Type (provided, however, the principal amount of each Eurodollar Rate Loan must be at least $1,000,000.00)Type; or (ii) in the case of Offshore Rate Loans, elect, as of the last day of the applicable Interest Period, to continue any Loans having Interest Periods expiring on such day (providedor any part thereof in an amount not less than $5,000,000, however, the principal amount or that is in an integral multiple of each Eurodollar Rate Loan must be at least $1,000,000.001,000,000 in excess thereof); provided, however, 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, thereof to a principal amount that is be less than $1,000,000.005,000,000, such Eurodollar Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Co-Borrowers Company to continue such Loans as, and convert such Loans into, Eurodollar Offshore Rate Loans shall terminate. (b) The Co-Borrowers Company shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent not later than 1:00 p.m. 9:00 a.m. (New York City San Francisco time) on the Conversion/Continuation Date if the Loans are to be converted into Base Rate Loans; and at least (i) three (3) Business Day Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Eurodollar Offshore Rate Loans; and (ii) on the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (i) the proposed Conversion/Continuation Date; (ii) the aggregate amount of Loans to be converted or continued; (iii) the Type of Loans resulting from the proposed conversion or continuation; and (iv) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Eurodollar Offshore Rate Loans, the Co-Borrowers have Company has failed to timely select a new Interest Period to be applicable to its Eurodollar such Offshore Rate Loans, or if any Default or Event of Default then exists, the Co-Borrowers 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 Bank of its receipt of a Notice of Conversion/Continuation, Continuation or, if no timely notice is provided by the Co-BorrowersCompany, the Administrative Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans, Loans with respect to which the notice was given, given held by each Bank. Agent will promptly notify, in writing, each Bank of the amount of such Bank’s applicable percentage of that Conversion/Continuation. (e) Unless the Majority Banks otherwise agreeconsent, during the existence of a Default or Event of Default, the Co-Borrowers Company may not elect to have a Revolving Loan converted into or continued as a Eurodollar an Offshore Rate Loan. (f) After giving effect to any Borrowing, conversion or continuation of Loans, unless the Administrative Agent shall otherwise consent, there may not be more than ten (10) six different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Co-Borrowers may, upon irrevocable written notice to Agent in accordance with Subsection 2.05(b): (i) elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of any Eurodollar Rate Loan, to convert any such Loans into Loans of any other Type (provided, however, the principal amount of each Eurodollar Rate Loan and Daily Eurodollar Rate Loan must be at least $1,000,000.002,000,000); or (ii) elect, as of the last day of the applicable Interest Period, to continue any Loans having Interest Periods expiring on such day (provided, however, the principal amount of each Eurodollar Rate Loan must be at least $1,000,000.002,000,000); provided, however, 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 a principal amount that is less than $1,000,000.002,000,000, such Eurodollar Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Co-Borrowers to continue such Loans as, and convert such Loans into, Eurodollar Rate Loans shall terminate. (b) The Co-Borrowers HoldCo shall deliver a Notice of Conversion/Continuation to be received by Agent not later than 1:00 p.m. (New York City time) on the Conversion/Continuation Date if the Loans are to be converted into Base Rate Loans; and three (3) Business Day in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Eurodollar Rate Loans (other than Daily Eurodollar Rate Loans); not later than 12:00 p.m. (New York City time) on the Conversion/Continuation Date if the Loans are to be converted into Daily Eurodollar Rate Loans, specifying: (i) the proposed Conversion/Continuation Date; (ii) the aggregate amount of Loans to be converted or continued; (iii) the Type of Loans resulting from the proposed conversion or continuation; and (iv) other than in if the case of conversions into Base resulting Borrowing is a Eurodollar Rate LoansLoan, the duration of the requested Interest Period. If any such Interest Election Request requests a Eurodollar Borrowing (other than Daily Eurodollar Rate Loans) but does not specify an Interest Period, then the Co-Borrowers shall be deemed to have selected an Interest Period of one month’s duration. If any such Interest Election Request requests a Daily Eurodollar Rate Loan but does not specify an Interest Period, then the Co-Borrowers shall be deemed to have selected an Interest Period of one week’s duration. (c) If upon the expiration of any Interest Period applicable to Eurodollar Rate Loans, the Co-Borrowers have failed to timely select a new Interest Period to be applicable to its Eurodollar Rate Loans, or if any Default or Event of Default then exists, the Co-Borrowers 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) Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Co-Borrowers, Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans, with respect to which the notice was given, held by each Bank. Agent will promptly notify, in writing, each Bank of the amount of such Bank’s applicable percentage of that Conversion/Continuation. (e) Unless the Majority Banks otherwise agree, during the existence of a Default or Event of Default, the Co-Borrowers (i) no outstanding Loan may not elect be converted to have a Revolving Loan converted into or continued as a Eurodollar Rate LoanLoan and (ii) unless repaid, each Eurodollar Rate Loan shall be converted to a Base Rate Loan at the end of the Interest Period applicable thereto. (f) After giving effect to any Borrowing, conversion or continuation of Loans, there may not be more than ten (10) 10 Interest Periods in effect.

Conversion and Continuation Elections. (a) 2.4.1 The Co-Borrowers Borrower may, upon irrevocable written notice to the Administrative Agent in accordance with Subsection 2.05(b):Section 2.4.2: ------------- (ia) elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of any Eurodollar Rate LoanLIBOR Loans, to convert any such Loans (or any part thereof in an amount not less than $5,000,000.00, or that is in an integral multiple of $100,000 in excess thereof) into Loans of any other Type (provided, however, the principal amount of each Eurodollar Rate Loan must be at least $1,000,000.00)Type; or (iib) elect, as of the last day of the applicable Interest Period, to continue any Loans having Interest Periods expiring on such day (providedor any part thereof in an amount not less than $5,000,000.00, however, the principal amount or that is in an integral multiple of each Eurodollar Rate Loan must be at least $1,000,000.00100,000 in excess thereof); provided, however, that if at any time the aggregate amount of Eurodollar Rate LIBOR Loans in respect of -------- any Borrowing is reduced, by payment, prepayment, or conversion of part thereof, thereof to a principal amount that is be less than $1,000,000.005,000,000, such Eurodollar Rate LIBOR Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Co-Borrowers Borrower to continue such Loans as, and convert such Loans into, Eurodollar Rate LIBOR Loans shall terminate. (b) 2.4.2 The Co-Borrowers Borrower shall deliver a Notice of Conversion/Continuation by facsimile, immediately confirmed in writing, to be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. San Francisco time at least (New York City timei) on the Conversion/Continuation Date if the Loans are to be converted into Base Rate Loans; and three four (34) Business Day Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Eurodollar LIBOR Loans; and (ii) one (1) Business Day in advance of the Conversion/ Continuation Date, if the Loans are to be converted into Base Rate LoansLoans (provided, however, that the Administrative -------- Agent may, in its discretion, permit the Borrower's chief financial officer, treasurer or controller to give such notice by telephone, to be followed by a written Notice of Conversion/Continuation within forty-eight (48) hours), specifying: (ia) the proposed Conversion/Continuation Date; (iib) the aggregate amount of Loans to be converted or continuedrenewed; (iiic) the Type of Loans resulting from the proposed conversion or continuation; and (ivd) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) 2.4.3 If upon the expiration of any Interest Period applicable to Eurodollar Rate Loans, LIBOR Loans the Co-Borrowers have Borrower has failed to select timely select a new Interest Period to be applicable to its Eurodollar Rate such LIBOR Loans, or if any Default or Event of Default then exists, the Co-Borrowers Borrower shall be deemed to have elected to convert such Eurodollar Rate LIBOR Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) 2.4.4 The Administrative Agent will promptly notify each Bank of within one (1) Business Day after its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Co-BorrowersBorrower, the Administrative Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans, Loans with respect to which the notice was given, held by each Bank. Agent will promptly notify, in writing, each Bank of the amount of such Bank’s applicable percentage of that Conversion/Continuation. (e) 2.4.5 Unless the Majority Banks otherwise agree, (a) during the existence of a Default or Event of Monetary Default, the Co-Borrowers Borrower may not elect to have a Revolving Loan converted into or continued as a Eurodollar Rate LIBOR Loan having an Interest Period longer than one (1) month, and (b) during the existence of an Event of Default, the Borrower may not elect to have a Loan converted into or continued as a LIBOR Loan. (f) 2.4.6 After giving effect to any Borrowing, conversion or continuation of Loans, there may not be more than ten eight (10) 8) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Co-Borrowers Borrower may, upon irrevocable written notice to Agent in accordance with Subsection 2.05(b2.04(b): (i) elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of any Eurodollar Offshore Rate Loan, to convert any such Loans into Loans of any other Type (provided, however, that the principal amount Offshore Effective Amount of each Eurodollar Offshore Rate Loan must be at least $1,000,000.0015,000,000); 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 (provided, however, that the principal amount Offshore Effective Amount of each Eurodollar Offshore Rate Loan must be at least $1,000,000.0015,000,000); provided, however, 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 a principal amount that is have an Offshore Effective Amount of less than $1,000,000.0015,000,000, such Eurodollar Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Co-Borrowers Borrower to continue such Loans as, and convert such Loans into, Eurodollar Offshore Rate Loans shall terminate. (b) The Co-Borrowers Borrower shall deliver a Notice of Conversion/Continuation to be received by Agent not later than 1:00 p.m. (New York City time) on the Conversion/Continuation Date if the Loans are to be converted into Base Rate Loans; and three (3) Business Day in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Eurodollar Offshore Rate Loans, specifying: (i) the proposed Conversion/Continuation Date; (ii) the aggregate amount of Loans to be converted or continued; (iii) the Type of Loans resulting from the proposed conversion or continuation; and (iv) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Eurodollar Offshore Rate Loans, the Co-Borrowers have Borrower has failed to timely select a new Interest Period to be applicable to its Eurodollar Offshore Rate Loans, or if any Default or Event of Default then exists, the Co-Borrowers 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) Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Co-BorrowersBorrower, Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans, with respect to which the notice was given, held by each Bank. Agent will promptly notify, in writing, each Bank of the amount of such Bank’s applicable percentage of that Conversion/Continuation. (e) Unless the Majority Banks otherwise agree, during the existence of a Default or Event of Default, the Co-Borrowers Borrower may not elect to have a Revolving Loan converted into or continued as a Eurodollar an Offshore Rate Loan. (f) After giving effect to any Borrowing, conversion or continuation of Loans, there may not be more than ten five (105) Interest Periods in effect. (g) Agent will promptly notify, in writing, each Bank of the amount of such Bank's Pro Rata Share of that Borrowing. (h) The Banks will advise Agent by 2:00 p.m. (New York City time) on the requested Conversion/Continuation Date whether the Banks approve the conversion/continuation. If any Bank gives Agent notice of its disapproval of such conversion/continuation by 2:00 p.m. (New York City time) then Agent shall notify the Borrower no later than 4:30 p.m. (New York City time) that one or more of the Banks have elected not to convert/continue such Loan and whether Bank(s) has (have) elected to become the Approving Bank(s) thereby triggering the Conversion to Single Funding Bank Date.

Conversion and Continuation Elections. (a) The Co-Borrowers Company may, upon irrevocable written notice to the Administrative Agent in accordance with Subsection 2.05(bsubsection 2.4(b): (i) elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of any Eurodollar Rate LoanLoans, to convert any such Loans (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Loans of any the other Type (provided, however, the principal amount of each Eurodollar Rate Loan must be at least $1,000,000.00)Type; or (ii) 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 (providedor any part thereof in an amount not less than $5,000,000, however, the principal amount or that is in an integral multiple of each Eurodollar Rate Loan must be at least $1,000,000.001,000,000 in excess thereof); provided, however, 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, thereof to a principal amount that is less than $1,000,000.001,000,000, such Eurodollar Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Co-Borrowers Company to continue such Loans as, and convert such Loans into, Eurodollar Rate Loans Loans, as the case may be, shall terminate. (b) The Co-Borrowers Company shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (New York City Dallas time) on the Conversion/Continuation Date if the Loans are to be converted into Base Rate Loans; and at least (i) three (3) Business Day Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Eurodollar Loans; and (ii) on the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (iA) the proposed Conversion/Continuation Date; (iiB) the aggregate amount of Loans to be converted or continuedcontinued (and the respective portions, if any, thereof comprised of Revolving Loans or Term Out Loans); (iiiC) the Type of Loans resulting from the proposed conversion or continuation; and (ivD) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Eurodollar Rate Loans, the Co-Borrowers have Company has failed to select timely select a new Interest Period to be applicable to its Eurodollar Rate such Loans, or if any Default or Event of Default then exists, the Co-Borrowers 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 Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Co-BorrowersCompany, the Administrative Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans, Loans held by each Bank with respect to which the notice was given, held by each Bank. Agent will promptly notify, in writing, each Bank of the amount of such Bank’s applicable percentage of that Conversion/Continuation. (e) Unless the Majority Banks otherwise agree, during the existence of a Default or Event of Default, the Co-Borrowers Company may not elect to have a Revolving Loan converted into or continued as a Eurodollar Rate Loan. (f) After giving effect to any Borrowing, conversion or continuation of Loans, there may not be more than ten (10) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Co-Borrowers Company may, upon irrevocable written notice to the Agent in accordance with Subsection 2.05(bsubsection 2.04(b): (i) elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of any Eurodollar Offshore Rate Loan, to convert any such Loans (or any part thereof in an amount not less than $2,000,000.00, or that is in an integral multiple of $500,000.00 in excess thereof) into Loans of any other Type (provided, however, the principal amount of each Eurodollar Rate Loan must be at least $1,000,000.00)Type; or (ii) elect, elect as of the last day of the applicable Interest Period, to continue any Revolving Loans having Interest Periods expiring on such day (providedor any part thereof in an amount not less than $2,000,000.00, however, the principal amount or that is in an integral multiple of each Eurodollar Rate Loan must be at least $1,000,000.00500,000.00 in excess thereof); provided, however, 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, thereof to a principal amount that is be less than $1,000,000.002,000,000.00, such Eurodollar Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Co-Borrowers Company to continue such Loans as, and convert such Loans into, Eurodollar Offshore Rate Loans shall terminate. (b) The Co-Borrowers Company shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 1:00 p.m. 12:00 noon (New York City Houston time) on the Conversion/Continuation Date if the Loans are to be converted into Base Rate Loans; and at least (i) three (3) Business Day Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Eurodollar Offshore Rate Loans; and (ii) one Business Day in advance of the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (i) the proposed Conversion/Continuation Date; (ii) the aggregate amount of Loans to be converted or continued; (iii) the Type of Loans resulting from the proposed conversion or continuation; and (iv) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Eurodollar Offshore Rate Loans, the Co-Borrowers have Company has failed to select timely select a new Interest Period to be applicable to its Eurodollar such Offshore Rate Loans, or if any Default or Event of Default then exists, the Co-Borrowers 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 Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Co-BorrowersCompany, the Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans, with respect to which the notice was given, held by each Bank. Agent will promptly notify, in writing, each Bank of the amount of such Bank’s applicable percentage of that Conversion/Continuation. (e) Unless the Majority Banks otherwise agree, during the existence of a Default or Event of Default, the Co-Borrowers Company may not elect to have a Revolving Loan converted into or continued as a Eurodollar an Offshore Rate Loan. (f) After giving effect to any Borrowing, conversion or continuation of Loans, there may not be more than ten seven (107) different Interest Periods in effect. (g) The Agent will promptly notify, in writing, each Bank of the amount of such Bank's Pro Rata Share of that Borrowing.

Conversion and Continuation Elections. (a1) The Co-Borrowers Company may, upon irrevocable written notice to the Agent in accordance with Subsection 2.05(bsubsection 2.04(b): (i1) elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of any Eurodollar Rate Loanother Type of Loans, to convert any such Loans (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $100,000 in excess thereof) into Loans of any other Type (provided, however, the principal amount of each Eurodollar Rate Loan must be at least $1,000,000.00)Type; or (ii2) elect, as of the last day of the applicable Interest Period, to continue any Loans having Interest Periods expiring on such day (providedor any part thereof in an amount not less than $1,000,000, however, the principal amount or that is in an integral multiple of each Eurodollar Rate Loan must be at least $1,000,000.00100,000 in excess thereof); provided, however, 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, thereof to a principal amount that is be less than $1,000,000.001,000,000, such Eurodollar Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Co-Borrowers Company to continue such Loans as, and convert such Loans into, Eurodollar Offshore Rate Loans shall terminate. (b2) The Co-Borrowers Company shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than 1:00 p.m. (New York City 9:00 a.m. San Francisco, California time) on the Conversion/Continuation Date if the Loans are to be converted into Base Rate Loans; and at least (i) three (3) Business Day Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Eurodollar Offshore Rate Loans; and (ii) one Business Day in advance of the Conversion/Continuation Date, if the Loans are to be converted into Base Rate Loans, specifying: (i1) the proposed Conversion/Continuation Date; (ii2) the aggregate amount of Loans to be converted or continued; (iii3) the Type of Loans resulting from the proposed conversion or continuation; and (iv4) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c3) If upon the expiration of any Interest Period applicable to Eurodollar Offshore Rate Loans, the Co-Borrowers have Company has failed to select timely select a new Interest Period to be applicable to its Eurodollar such Offshore Rate Loans, or if any Default or Event of Default then exists, the Co-Borrowers Company shall be deemed to have elected to convert such Eurodollar Offshore Rate Loans into Base Rate Loans effective bearing interest at the Base Rate plus the applicable Base Rate Margin then in effect as of the expiration date of such Interest Period. (d4) The Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Co-BorrowersCompany, the Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans, Loans with respect to which the notice was given, given held by each Bank. Agent will promptly notify, in writing, each Bank of the amount of such Bank’s applicable percentage of that Conversion/Continuation. (e) Unless the Majority Banks otherwise agree, during the existence of a Default or Event of Default, the Co-Borrowers may not elect to have a Revolving Loan converted into or continued as a Eurodollar Rate Loan. (f) After giving effect to any Borrowing, conversion or continuation of Loans, there may not be more than ten (10) Interest Periods in effect.

Conversion and Continuation Elections. (a) The Co-Borrowers Borrower may, upon irrevocable written notice to the Administrative Agent in accordance with Subsection 2.05(b2.04(b): (i) elect, as of any Business Day, in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of any Eurodollar Offshore Rate Loan, to convert any such Loans into Loans of any other Type (provided, however, that the principal amount Offshore Effective Amount of each Eurodollar Offshore Rate Loan must be at least $1,000,000.0015,000,000); 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 (provided, however, that the principal amount Offshore Effective Amount of each Eurodollar Offshore Rate Loan must be at least $1,000,000.0015,000,000); provided, however, 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 a principal amount that is have an Offshore Effective Amount of less than $1,000,000.0015,000,000, such Eurodollar Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Co-Borrowers Borrower to continue such Loans as, and convert such Loans into, Eurodollar Offshore Rate Loans shall terminate. (b) The Co-Borrowers Borrower shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent not later than 1:00 12:00 p.m. noon (New York City time) on the Conversion/Continuation Date if the Loans are to be converted into Base Rate Loans; and three four (34) Business Day Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as Eurodollar Offshore Rate Loans, specifying: (i) the proposed Conversion/Continuation Date; (ii) the aggregate amount of Loans to be converted or continued; (iii) the Type of Loans resulting from the proposed conversion or continuation; and (iv) other than in the case of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Eurodollar Offshore Rate Loans, the Co-Borrowers have Borrower has failed to timely select a new Interest Period to be applicable to its Eurodollar Offshore Rate Loans, or if any Default or Event of Default then exists, the Co-Borrowers 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 Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Co-BorrowersBorrower, the Administrative Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans, with respect to which the notice was given, held by each Bank. Agent will promptly notify, in writing, each Bank of the amount of such Bank’s applicable percentage of that Conversion/Continuation. (e) Unless the Majority Required Banks otherwise agree, during the existence of a Default or Event of Default, the Co-Borrowers Borrower may not elect to have a Revolving Loan converted into or continued as a Eurodollar an Offshore Rate Loan. (f) After giving effect to any Borrowing, conversion or continuation of Loans, there may not be more than ten five (105) Interest Periods in effect. (g) The Administrative Agent will promptly notify, in writing, each Bank of the amount of such Bank's Pro Rata Share of that Borrowing. (h) If any Bank has provided the Administrative Agent with, and the Administrative Agent has actually received, a written notice in the form of Exhibit H by 5:00 p.m. (New York City time) one Business Day immediately prior to the requested Conversion/Continuation Date, then the Administrative Agent shall notify the Borrower and the other Banks by no later than 6:00 p.m. (New York City time) that one or more of the Banks has (have) elected not to convert/continue such Loan and whether Bank(s) has (have) elected to become the Approving Bank(s) thereby triggering the Conversion to Reduced Funding Banks Date.