Common use of Conversion or Continuation Clause in Contracts

Conversion or Continuation. (a) Subject to the provisions of clause (d) of this Section 2.7 and the provisions of Section 2.14, Borrower shall have the option to (i) convert all or any portion of the outstanding Base Rate Loans equal to $500,000, and integral multiples of $100,000 in excess of such amount, to a LIBOR Rate Loan, (ii) convert all or any portion of the outstanding LIBOR Rate Loans denominated in Dollars equal to $500,000 and integral multiples of $100,000 in excess of such amount, to a Base Rate Loan, and (iii) upon the expiration of any Interest Period applicable to any of its LIBOR Rate Loans, continue all or any portion of such LIBOR Rate Loan equal to $500,000, and integral multiples of $100,000 in excess of such amount, as a LIBOR Rate Loan denominated in the same Currency, and the succeeding Interest Period of such continued Loan shall commence on the expiration date of the Interest Period previously applicable thereto; provided, however, that a LIBOR Rate Loan only may be converted or continued, as the case may be, on the expiration date of the Interest Period applicable thereto; provided further, however, that no outstanding Loan may be continued as, or be converted into, a LIBOR Rate Loan when any Unmatured Event of Default or Event of Default has occurred and is continuing; provided further, however, that if, before the expiration of an Interest Period of a LIBOR Rate Loan, Borrower fails timely to deliver the appropriate Request for Conversion/Continuation, such LIBOR Rate Loan, in the case of a LIBOR Rate Loan denominated in Dollars, automatically shall be converted to a Base Rate Loan and, in the case of a LIBOR Rate Loan denominated in an Alternative Currency, automatically shall be continued as a LIBOR Rate Loan having an Interest Period of one month. (b) Borrower shall by facsimile, mail, electronic mail (in a format bearing a copy of the signature(s) required thereon), personal service or by telephone (which shall be confirmed by one of the other means of delivery) deliver a Request for Conversion/Continuation to Agent (i) no later than 1:00 p.m., Local Time, one (1) Business Day prior to the proposed conversion date (in the case of a conversion to a Base Rate Loan), and (ii) no later than 1:00 p.m. Local Time, three (3) Eurodollar Business Days before (in the case of a conversion to, or a continuation of, a LIBOR Rate Loan). A Request for Conversion/Continuation shall specify (x) the proposed conversion or continuation date (which shall be a Business Day or a Eurodollar Business Day, as applicable), (y) the amount and type of the Loan to be converted or continued, and (z) the nature of the proposed conversion or continuation. (c) Any Request for Conversion/Continuation (or telephonic notice in lieu thereof) shall be irrevocable and Borrower shall be obligated to convert or continue in accordance therewith. (d) No Loan (or portion thereof) may be converted into, or continued as, a LIBOR Rate Loan with an Interest Period that ends after the Maturity Date.

Conversion or Continuation. (a) Subject to the provisions of clause (d) of this Section 2.7 and the provisions of Section 2.14, Borrower shall have the option to (i) convert all or any portion of the outstanding Base Rate Loans Borrowings equal to $500,000250,000, and integral multiples of $100,000 in excess of such amount, to a LIBOR Rate LoanBorrowing, (ii) convert all or any portion of the outstanding LIBOR Rate Loans denominated in Dollars Borrowings equal to $500,000 250,000 and integral multiples of $100,000 in excess of such amount, to a Base Rate LoanBorrowing, and (iii) upon the expiration of any Interest Period applicable to any of its LIBOR Rate LoansBorrowings, continue all or any portion of such LIBOR Rate Loan Borrowing equal to $500,000250,000, and integral multiples of $100,000 in excess of such amount, as a LIBOR Rate Loan denominated in the same CurrencyBorrowing, and the succeeding Interest Period of such continued Loan Borrowing shall commence on the expiration date of the Interest Period previously applicable thereto; provided, however, that a LIBOR Rate Loan Borrowing only may be converted or continued, as the case may be, on the expiration date of the Interest Period applicable thereto; provided further, however, that no outstanding Loan Borrowing may be continued as, or be converted into, a LIBOR Rate Loan Borrowing when any Unmatured Event of Default or Event of Default has occurred and is continuing; provided further, however, that if, before the expiration of an Interest Period of a LIBOR Rate LoanBorrowing, Borrower fails timely to deliver the appropriate Request for Conversion/Continuation, such LIBOR Rate Loan, in the case of a LIBOR Rate Loan denominated in Dollars, Borrowing automatically shall be converted to a Base Rate Loan and, in the case of a LIBOR Rate Loan denominated in an Alternative Currency, automatically shall be continued as a LIBOR Rate Loan having Borrowing with an Interest Period of one (1) month. (b) Borrower shall shall, by facsimilepersonal delivery or by registered or certified mail (postage prepaid, mailreturn receipt requested), overnight courier, electronic mail (at such email addresses as Agent may designate to Borrower in a format bearing a copy of the signature(s) required thereonaccordance herewith), personal service or by telephone (which shall be confirmed by one of the other means of delivery) telefacsimile, deliver a Request for Conversion/Continuation to Agent (i) no later than 1:00 p.m.noon, Local Pacific Time, one (1) on the Business Day prior to that is the proposed conversion date (in the case of a conversion to a Base Rate LoanBorrowing), and (ii) no later earlier than 1:00 p.m. Local Time, three two (32) Eurodollar Business Days before and no later than noon Pacific Time on the day of the proposed conversion or continuation date (in the case of a conversion to, or a continuation of, a LIBOR Rate LoanBorrowing). A Request for Conversion/Continuation shall specify (x) the proposed conversion or continuation date (which shall be a Business Day or a Eurodollar Business Day, as applicable), (y) the amount and type of the Loan Borrowing to be converted or continued, and (z) the nature of the proposed conversion or continuation. (c) Any Request for Conversion/Continuation (or telephonic notice in lieu thereof) shall be irrevocable and Borrower shall be obligated to convert or continue in accordance therewith. (d) No Loan Borrowing (or portion thereof) may be converted into, or continued as, a LIBOR Rate Loan Borrowing with an Interest Period that ends after the Maturity Final Payment Date.

Conversion or Continuation. (a) Subject to the provisions of clause (d) of this Section 2.7 and the provisions of Section 2.14, Borrower shall have the option to (i) convert all or any portion of the outstanding Base Rate Loans equal to $500,000, and integral multiples of $100,000 in excess of such amount, to a LIBOR Rate Loan, (ii) convert all or any portion of the outstanding LIBOR Rate Loans denominated in Dollars equal to $500,000 and integral multiples of $100,000 in excess of such amount, to a Base Rate Loan, and (iii) upon the expiration of any Interest Period applicable to any of its LIBOR Rate Loans, continue all or any portion of such LIBOR Rate Loan equal to $500,000, and integral multiples of $100,000 in excess of such amount, as a LIBOR Rate Loan denominated in the same CurrencyLoan, and the succeeding Interest Period of such continued Loan shall commence on the expiration date of the Interest Period previously applicable thereto; provided, however, that a LIBOR Rate Loan only may be converted or continued, as the case may be, on the expiration date of the Interest Period applicable thereto; provided further, however, that no outstanding Loan may be continued as, or be converted into, a LIBOR Rate Loan when any Unmatured Event of Default or Event of Default has occurred and is continuing; provided further, however, that if, (A) before the expiration of an Interest Period of a LIBOR Rate Loan, Borrower fails timely to deliver the appropriate Request for Conversion/Continuation, such LIBOR Rate Loan, in the case of a LIBOR Rate Loan denominated in Dollars, automatically shall be converted to a Base Rate Loan and, in the case of a LIBOR Rate Loan denominated in an Alternative Currency, automatically shall be continued as a LIBOR Rate Loan having with an Interest Period of one (1) month and (B) if Borrower delivers a Request for Conversion/Continuation that does not specify the applicable Interest Period, such request shall be deemed to be a request for an Interest Period of one (1) month. (b) Borrower shall by facsimiletelefacsimile, mail, electronic mail (in a format bearing a copy of the signature(s) required thereon), personal service or by telephone (which shall be confirmed by one of the other means of delivery), subject to Section 2.7(a) above, deliver a Request for Conversion/Continuation to Agent (i) no later than 1:00 p.m., Local 10 a.m. (Pacific Time), one (1) Business Day prior to the proposed conversion date (in the case of a conversion to a Base Rate Loan), and (ii) no later than 1:00 p.m. Local 10 a.m. (Pacific Time), three (3) Eurodollar Business Days before (in the case of a conversion to, or a continuation of, a LIBOR Rate Loan). A Request for Conversion/Continuation shall specify (x) the proposed conversion or continuation date (which shall be a Business Day or a Eurodollar Business Day, as applicable), (y) the amount and type of the Loan to be converted or continued, and (z) the nature of the proposed conversion or continuation. (c) Any Request for Conversion/Continuation (or telephonic notice in lieu thereof) shall be irrevocable and Borrower shall be obligated to convert or continue in accordance therewith. (d) No Loan (or portion thereof) may be converted into, or continued as, a LIBOR Rate Loan with an Interest Period that ends after the Maturity Date.

Conversion or Continuation. (a) Subject to the provisions of clause subsection 2.6, (di) of this Section 2.7 and the provisions of Section 2.14, Borrower Company shall have the option to (i) convert at any time all or any portion part of the its outstanding Base Rate Tranche A Term Loans, Tranche B Term Loans, Tranche C Term Loans or Revolving Loans equal to $500,000, 5,000,000 and integral multiples of $100,000 500,000 in excess of such amount, that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a LIBOR Rate Loan, rate determined by reference to an alternative basis and (ii) convert all or any portion of the outstanding LIBOR Rate Loans denominated in Dollars equal to $500,000 and integral multiples of $100,000 in excess of such amount, to a Base Rate Loan, and (iii) upon the expiration of any Interest Period applicable to any of its a LIBOR Rate LoansLoan, the applicable Borrower shall have the option to continue as a LIBOR Loan all or any portion of such LIBOR Rate Loan equal to $500,000, 5,000,000 and integral multiples of $100,000 500,000 in excess of such amountthat amount (or, as a LIBOR Rate Loan denominated in the same Currencycase of Sterling Loans, equal to (pounds)5,000,000 and the succeeding Interest Period integral multiples of such continued (pounds)500,000 in excess of that amount; provided that no more than one Sterling Loan shall commence on the expiration date of the Interest Period previously applicable theretoeach U.K. Borrower outstanding at any time may be in an aggregate minimum amount equal to (pounds)5,000,000 and any amount in excess thereof); provided, however, that a LIBOR Rate Loan only may be converted or continuedif, as the case may be, on upon the expiration date of the any Interest Period applicable thereto; provided further, however, that no outstanding Loan may be continued as, or be converted into, a to any LIBOR Rate Loan when any Unmatured Event of Default or Event of Default has occurred and is continuing; provided further, however, that if, before the expiration of an Interest Period of a LIBOR Rate Loan, the applicable Borrower fails timely shall have failed to deliver the appropriate Request for give a Notice of Conversion/ContinuationContinuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, such LIBOR Rate Loan, in the case of a LIBOR Rate Loan denominated in Dollars, automatically Borrower shall be converted deemed to have given a Base Rate timely Notice of Conversion/Continuation electing to continue such LIBOR Loan and, in the case of a LIBOR Rate Loan denominated in an Alternative Currency, automatically shall be continued as a LIBOR Rate Loan having with an Interest Period of one month. (b) . The applicable Borrower shall by facsimile, mail, electronic mail (in a format bearing a copy of the signature(s) required thereon), personal service or by telephone (which shall be confirmed by one of the other means of delivery) deliver a Request for Notice of Conversion/Continuation to Administrative Agent (i) no later than 1:00 p.m., Local Time, 11:00 A.M. (New York City time) at least one (1) Business Day prior to in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan), ) and (ii) no later than 1:00 p.m. Local Time, at least three (3) Eurodollar Business Days before in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Rate Loan), with a copy to the Sterling Notice Office, in the case of Sterling Loans. A Request for Notice of Conversion/Continuation shall specify (xi) the proposed conversion or conversion/continuation date (which shall be a Business Day or a Eurodollar Business Day, as applicable), (yii) the amount and type of the Loan to be converted or converted/continued, and (ziii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Conversion/Continuation, the applicable Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent, with a copy to the Sterling Notice Office, in the case of Sterling Loans, on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to any Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of such Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice the applicable Borrower shall have effected a conversion or continuation. (c) Any Request for , as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C, 2.6F and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the applicable Borrower shall be obligated bound to convert effect a conversion or continue continuation in accordance therewith. (d) No Loan (or portion thereof) may be converted into, or continued as, a LIBOR Rate Loan with an Interest Period that ends after the Maturity Date.

Conversion or Continuation. (a) Subject to the provisions of clause (d) of this Section 2.7 and the provisions of Section 2.14, the Borrower shall have the option to (i) convert all or any portion of the outstanding Base Rate Loans equal to $500,000, and integral multiples of $100,000 in excess of such amount, to a LIBOR Rate Term SOFR Loan, (ii) convert all or any portion of the outstanding LIBOR Rate Term SOFR Loans denominated in Dollars equal to $500,000 and integral multiples of $100,000 in excess of such amount, to a Base Rate Loan, and (iii) upon the expiration of any Interest Period applicable to any of its LIBOR Rate Term SOFR Loans, continue all or any portion of such LIBOR Rate Loan Term SOFR Loans equal to $500,000, and integral multiples of $100,000 in excess of such amount, as a LIBOR Rate Loan denominated in the same CurrencyTerm SOFR Loan, and the succeeding Interest Period of such continued Loan shall commence on the expiration date of the Interest Period previously applicable thereto; provided, however, that a LIBOR Rate Term SOFR Loan only may be converted or continued, as the case may be, on the expiration date of the Interest Period applicable thereto; provided provided, further, however, that no outstanding Loan may be continued as, or be converted into, a LIBOR Rate Term SOFR Loan when any Unmatured Event of Default or Event of Default has occurred and is continuing; provided provided, further, however, that if, before the expiration of an Interest Period of a LIBOR Rate Term SOFR Loan, the Borrower fails timely to deliver the appropriate Request for Conversion/Continuation, such LIBOR Rate Loan, in the case of a LIBOR Rate Term SOFR Loan denominated in Dollars, automatically shall be converted to a Base Rate Loan and, in the case of a LIBOR Rate Loan denominated in an Alternative Currency, automatically shall be continued as a LIBOR Rate Loan having an Interest Period of one monthLoan. (b) The Borrower shall by facsimile, mail, electronic mail (in a format bearing a copy of the signature(s) required thereon), ) or personal service or by telephone (which shall be confirmed by one of the other means of delivery) deliver a Request for Conversion/Continuation to the Agent (i) no later than 1:00 p.m., Local TimeNew York City time, one (1) Business Day prior to the proposed conversion date (in the case of a conversion to a Base Rate Loan), and (ii) no later than 1:00 p.m. Local TimeNew York City time, three (3) Eurodollar Business Days before (in the case of a conversion to, or a continuation of, a LIBOR Rate Term SOFR Loan). A Request for Conversion/Continuation shall specify (x) the proposed conversion or continuation date (which shall be a Business Day or a Eurodollar Business Day, as applicable), (y) the amount and type of the Loan to be converted or continued, and (z) the nature of the proposed conversion or continuation. (c) Any Request for Conversion/Continuation (or telephonic notice in lieu thereof) shall be irrevocable and the Borrower shall be obligated to convert or continue in accordance therewith. (d) No Loan (or portion thereof) may be converted into, or continued as, a LIBOR Rate Term SOFR Loan with an Interest Period that ends after the Maturity Date.

Conversion or Continuation. (a) Subject to the provisions of clause (d) of this Section 2.7 and the provisions of Section 2.142.13, the Borrower shall have the option to (i) convert all or any portion of the outstanding Base Rate Loans equal to $500,000, and integral multiples of $100,000 in excess of such amount, to a LIBOR Rate Loan, (ii) convert all or any portion of the outstanding LIBOR Rate Loans denominated in Dollars equal to $500,000 and integral multiples of $100,000 in excess of such amount, to a Base Rate Loan, and (iii) upon the expiration of any Interest Period applicable to any of its LIBOR Rate Loans, continue all or any portion of such LIBOR Rate Loan equal to $500,000, and integral multiples of $100,000 in excess of such amount, as a LIBOR Rate Loan denominated in the same CurrencyLoan, and the succeeding Interest Period of such continued Loan shall commence on the expiration date of the Interest Period previously applicable thereto; provided, however, that a LIBOR Rate Loan only may be converted or continued, as the case may be, on the expiration date of the Interest Period applicable thereto; provided further, however, that no outstanding Loan may be continued as, or be converted into, a LIBOR Rate Loan when any Unmatured Event of Default or Event of Default has occurred and is continuing; provided further, however, that if, before the expiration of an Interest Period of a LIBOR Rate Loan, the Borrower fails timely to deliver the appropriate Request for Conversion/Continuation, such LIBOR Rate Loan, in the case of a LIBOR Rate Loan denominated in Dollars, automatically shall be converted to a Base Rate Loan and, in the case of a LIBOR Rate Loan denominated in an Alternative Currency, automatically shall be continued as a LIBOR Rate Loan having with an Interest Period of one (1) month. (b) The Borrower shall by facsimile, mail, electronic mail (in a format bearing a copy of the signature(s) required thereon), personal service or by telephone (which shall be confirmed by one of the other means of delivery) deliver a Request for Conversion/Continuation to the Administrative Agent (i) no later than 1:00 2:00 p.m., Local TimeNew York time, one (1) Business Day prior to the proposed conversion date (in the case of a conversion to a Base Rate Loan), and (ii) no later than 1:00 2:00 p.m. Local TimeNew York, three (3) Eurodollar Business Days before (in the case of a conversion to, or a continuation of, a LIBOR Rate Loan). A Request for Conversion/Continuation shall specify (x) the proposed conversion or continuation date (which shall be a Business Day or a Eurodollar Business Day, as applicable), (y) the amount and type of the Loan to be converted or continued, and (z) the nature of the proposed conversion or continuation. (c) Any Request for Conversion/Continuation (or telephonic notice in lieu thereof) shall be irrevocable and the Borrower shall be obligated to convert or continue in accordance therewith. (d) No Loan (or portion thereof) may be converted into, or continued as, a LIBOR Rate Loan with an Interest Period that ends after the Maturity Date.

Conversion or Continuation. (a) Subject to the provisions Unless a Default or Event of clause (d) of this Section 2.7 Default is continuing and the provisions of Section 2.14Required Lenders have expressly required otherwise, the Borrower shall have the option to (i) to convert all or any portion of the outstanding Base Rate Loans equal to $500,000, and integral multiples of $100,000 in excess of such amount, to a LIBOR Rate Loan, (ii) convert all or any portion part of the outstanding LIBOR Rate Loans denominated in Dollars equal to $500,000 and integral multiples of $100,000 in excess of such amount, to a Alternate Base Rate LoanLoans, and (ii) to convert Alternate Base Rate Loans to LIBOR Rate Loans or (iii) upon to change or continue the expiration of any Interest LIBOR Period applicable to any all or a portion of its the LIBOR Rate Loans, continue all or any portion of such LIBOR Rate Loan equal to $500,000, and integral multiples of $100,000 in excess of such amount, as a LIBOR Rate Loan denominated in the same Currency, and the succeeding Interest Period of such continued Loan shall commence on the expiration date of the Interest Period previously applicable thereto; provided, however, that a (A) except as provided in Section 3.04, LIBOR Rate Loan only Loans may be converted or continued, as the case may be, into Alternate Base Rate Loans only on the expiration date last day of the Interest LIBOR Period applicable thereto; provided furtherthereto unless the Borrower agrees to pay all amounts due pursuant to Section 3.03, however, that no outstanding Loan may be continued (B) Loans extended as, or be converted into, a LIBOR Rate Loan when Loans shall be subject to the terms of the definition of “LIBOR Period” and (C) any Unmatured Event of Default request for extension or Event of Default has occurred and is continuing; provided further, however, that if, before the expiration of an Interest Period of a LIBOR Rate Loan, Borrower fails timely to deliver the appropriate Request for Conversion/Continuation, such LIBOR Rate Loan, in the case conversion of a LIBOR Rate Loan denominated in Dollars, automatically that shall fail to specify a LIBOR Period shall be converted deemed to be a Base Rate Loan request for a LIBOR Period of one month. Each such extension or conversion shall be effected by the Borrower, giving written notice (or telephone notice promptly confirmed in writing) (a “Notice of Conversion/Continuation”) to the Revolving Agent prior to 11:00 a.m., New York City time, on the third Business Day prior to the date of the proposed extension or conversion, substantially in the form of Exhibit E hereto, specifying (a) the date of the proposed extension or conversion, (b) the Loans to be so extended or converted, (c) the types of Loans into which such Loans are to be converted, and, in if appropriate, (d) the case applicable LIBOR Periods with respect thereto. In the event the Borrower does not request extension or conversion of a any LIBOR Rate Loan denominated in an Alternative Currencyaccordance with this Section 3.02, automatically then such LIBOR Rate Loan shall be continued as a LIBOR Rate Loan having an Interest (with a LIBOR Period of one month. (b) at the end of each LIBOR Period applicable thereto, until the Borrower selects an alternate LIBOR Period or converts such Loans to Alternate Base Rate Loans. In the event any LIBOR Rate Loans are not permitted to be converted into another LIBOR Rate Loan hereunder, such LIBOR Rate Loans shall by facsimile, mail, electronic mail (in a format bearing a copy automatically be converted to Alternate Base Rate Loans at the end of the signature(s) required thereon), personal service applicable LIBOR Period with respect thereto. The Administrative Agent and/or the Revolving Agent shall give each Lender notice as promptly as practicable of any such proposed extension or by telephone (which shall be confirmed by one conversion affecting any Loan. Promptly after receipt of the other means a Notice of delivery) deliver a Request for Conversion/Continuation to under this Section 3.02, the Administrative Agent (i) no later than 1:00 p.m.and/or the Revolving Agent shall notify each Lender by telecopy, Local Timeor other similar form of transmission, one (1) Business Day prior to of the proposed conversion date (in the case conversion/continuation. Any Notice of a conversion to a Base Rate Loan), and (ii) no later than 1:00 p.m. Local Time, three (3) Eurodollar Business Days before (in the case of a Conversion/Continuation for conversion to, or a continuation of, a LIBOR Rate Loan). A Request for Conversion/Continuation shall specify (x) the proposed conversion or continuation date (which Loan shall be a Business Day or a Eurodollar Business Day, as applicable), (y) the amount and type of the Loan to be converted or continuedirrevocable, and (z) the nature of the proposed conversion or continuation. (c) Any Request for Conversion/Continuation (or telephonic notice in lieu thereof) shall be irrevocable and Borrower shall be obligated bound to convert or continue in accordance therewith. (d) No Loan (or portion thereof) may be converted into, or continued as, a LIBOR Rate Loan with an Interest Period that ends after the Maturity Date.

Conversion or Continuation. (a) Subject to the provisions of clause (d) and (e) of this Section 2.7 2.8 and the provisions of Section 2.14, Borrower Borrowers shall have the option to (i) convert all or any portion of the principal amount of outstanding Base Rate Loans equal to $500,000250,000, and integral multiples of $100,000 50,000 in excess of such amount, to a LIBOR Rate Loan, (ii) convert all or any portion of the principal amount of outstanding LIBOR Rate Loans denominated in Dollars equal to $500,000 250,000 and integral multiples of $100,000 50,000 in excess of such amount, to a Base Rate Loan, and (iii) upon the expiration of any Interest Period applicable to any of its outstanding LIBOR Rate LoansLoan, continue all or any portion of the principal amount of such LIBOR Rate Loan equal to $500,000250,000, and integral multiples of $100,000 50,000 in excess of such amount, as a LIBOR Rate Loan denominated in the same CurrencyLoan, and the succeeding Interest Period of such continued Loan shall commence on the expiration date of the Interest Period previously applicable thereto; provided, however, that a LIBOR Rate Loan only may be converted or continued, as the case may be, on the expiration date of the Interest Period applicable thereto; provided further, however, that no outstanding Loan may be continued as, or be converted into, a LIBOR Rate Loan when any Unmatured Event of Default or Event of Default has occurred and is continuing; provided further, however, that if, before the expiration of an Interest Period of a LIBOR Rate Loan, Administrative Borrower fails to timely to deliver the appropriate Request for Conversion/Continuation, such LIBOR Rate Loan, in the case of a LIBOR Rate Loan denominated in Dollars, automatically shall be converted to a Base Rate Loan and, in the case of a LIBOR Rate Loan denominated in an Alternative Currency, automatically shall be continued as a LIBOR Rate Loan having an Interest Period of one month.Loan. DB2/ 42498508.4 (b) Administrative Borrower shall by facsimiletelefacsimile, mail, electronic mail (in a format bearing a copy of the signature(s) required thereon), email or personal service or by telephone (which shall be confirmed by one of the other means of delivery) deliver a Request for Conversion/Continuation to Agent Lender (i) no later than 1:00 p.m., Local Timenoon Pacific time, one (1) Business Day prior to the proposed conversion date (date, in the case of a conversion to a Base Rate Loan), and (ii) no later than 1:00 p.m. Local Timenoon Pacific time, three two (32) Eurodollar Business Days before (prior to the proposed conversion or continuation date, in the case of a conversion to, or a continuation of, a LIBOR Rate Loan). A Request for Conversion/Continuation shall specify (x) the proposed conversion or continuation date (which shall be a Business Day or a Eurodollar Business Day, as applicable), (y) the amount and type of the Loan to be converted or continued, and (z) the nature of the proposed conversion Interest Period applicable to any Loan being converted to or continuationcontinued as a LIBOR Rate Loan. (c) Any Request for Conversion/Continuation (or telephonic notice in lieu thereof) shall be irrevocable and Borrower Borrowers shall be obligated to convert or continue in accordance therewith. (d) No Loan (or portion thereof) may be converted into, or continued as, a LIBOR Rate Loan with an Interest Period that ends after (i) with respect to a Revolving Loan, the Revolving Credit Maturity Date, and (ii) with respect to Term Loans, the Term Loan Maturity Date. (e) Notwithstanding anything to the contrary contained in this Agreement, no Term Loan (or portion thereof) that is subject to an Interest Hedging Instrument may be converted into a Base Rate Loan.

Conversion or Continuation. (a) Subject to the provisions of clause (d) of this Section 2.7 and the provisions of Section 2.14, the Borrower shall have the option to (i) convert all or any portion of the outstanding Base Rate Loans equal to $500,000, and integral multiples of $100,000 in excess of such amount, to a LIBOR Rate Term SOFR Loan, (ii) convert all or any portion of the outstanding LIBOR Rate Term SOFR Loans denominated in Dollars equal to $500,000 and integral multiples of $100,000 in excess of such amount, to a Base Rate Loan, and (iii) upon the expiration of any Interest Period applicable to any of its LIBOR Rate Term SOFR Loans, continue all or any portion of such LIBOR Rate Loan Term SOFR Loans equal to $500,000, and integral multiples of $100,000 in excess of such amount, as a LIBOR Rate Loan denominated in the same CurrencyTerm SOFR Loan, and the succeeding Interest Period of such continued Loan shall commence on the expiration date of the Interest Period previously applicable thereto; provided, however, that a LIBOR Rate Term SOFR Loan only may be converted or continued, as the case may be, on the expiration date of the Interest Period applicable thereto; provided provided, further, however, that no outstanding Loan may be continued as, or be converted into, a LIBOR Rate Term SOFR Loan when any Unmatured Event of Default or Event of Default has occurred and is continuing; provided provided, further, however, that if, before the expiration of an Interest Period of a LIBOR Rate Term SOFR Loan, the Borrower fails timely to deliver the appropriate Request for Conversion/Continuation, such LIBOR Rate Loan, in the case of a LIBOR Rate Term SOFR Loan denominated in Dollars, automatically shall be converted to a Base Rate Loan and, in the case of a LIBOR Rate Loan denominated in an Alternative Currency, automatically shall be continued continue as a LIBOR Rate Term SOFR Loan having with an Interest Period of one month. (b) The Borrower shall by facsimile, mail, electronic mail (in a format bearing a copy of the signature(s) required thereon), ) or personal service or by telephone (which shall be confirmed by one of the other means of delivery) deliver a Request for Conversion/Continuation to the Agent (i) no later than 1:00 p.m., Local TimeNew York City time, one (1) Business Day prior to the proposed conversion date (in the case of a conversion to a Base Rate Loan), and (ii) no later than 1:00 p.m. Local TimeNew York City time, three (3) Eurodollar Business Days before (in the case of a conversion to, or a continuation of, a LIBOR Rate Term SOFR Loan). A Request for Conversion/Continuation shall specify (x) the proposed conversion or continuation date (which shall be a Business Day or a Eurodollar Business Day, as applicable), (y) the amount and type of the Loan to be converted or continued, and (z) the nature of the proposed conversion or continuation. (c) Any Request for Conversion/Continuation (or telephonic notice in lieu thereof) shall be irrevocable and the Borrower shall be obligated to convert or continue in accordance therewith. (d) No Loan (or portion thereof) may be converted into, or continued as, a LIBOR Rate Term SOFR Loan with an Interest Period that ends after the Maturity Date.

Conversion or Continuation. (a) Subject to the provisions of clause this subparagraph (diii) of this Section 2.7 and the provisions limitation on the number of Section 2.14Interest Periods prescribed in subparagraph (ii) above, Borrower Borrowers shall have the option to (i1) convert at any time all or any portion part of the outstanding Base Rate Revolver Loans equal to One Million Dollars ($500,000, 1,000,000) and integral multiples of One Million Dollars ($100,000 1,000,000) in excess of such amountthat amount from Revolver Loans bearing interest at a rate determined by reference to one basis to Revolver Loans bearing interest at a rate determined by reference to an alternative basis, to a LIBOR Rate Loan, or (ii) convert all or any portion of the outstanding LIBOR Rate Loans denominated in Dollars equal to $500,000 and integral multiples of $100,000 in excess of such amount, to a Base Rate Loan, and (iii2) upon the expiration of any Interest Period applicable to any of its a LIBOR Rate LoansLoan, to continue all or any portion of such LIBOR Rate Revolver Loan equal to One Million Dollars ($500,000, 1,000,000) and integral multiples of One Million Dollars ($100,000 1,000,000) in excess of such amount, that amount as a LIBOR Rate Loan denominated in the same Currency, and the succeeding Interest Period Period(s) of such continued Revolver Loan shall commence on the expiration date last day of the Interest Period previously applicable theretoof the Revolver Loan to be continued; provided, however, provided that a LIBOR Rate Loan Loans may only may be converted or continued, as the case may be, into Revolver Loans bearing interest determined by reference to an alternative basis on the expiration date of the an Interest Period applicable thereto; provided and provided, further, however, that no outstanding Revolver Loan may be continued as, or be converted into, a LIBOR Rate Loan when any Unmatured an Event of Default or Event of Default has occurred and is continuing; provided furtherand provided, howeverfinally, that if, before the expiration of an Interest Period of a LIBOR Rate Loan, Borrower fails timely to deliver the appropriate Request for Conversion/Continuation, such LIBOR Rate Loan, in the case of no Revolver Loan may be converted into a LIBOR Rate Loan denominated in Dollars, automatically shall be converted to a Base Rate Loan and, in the case of a LIBOR Rate Loan denominated in an Alternative Currency, automatically shall be continued as a LIBOR Rate Loan having an Interest Period of one month. (b) Borrower shall by facsimile, mail, electronic mail (in a format bearing a copy of the signature(s) required thereon), personal service or by telephone (which shall be confirmed by one of the other means of delivery) deliver a Request for Conversion/Continuation to Agent (i) no later than 1:00 p.m., Local Time, one (1) Business Day prior to the proposed conversion date (in the case of a conversion to a Base Rate Loan), and (ii) no later than 1:00 p.m. Local Time, until at least three (3) Eurodollar Business Days before after the Closing Date; i.e., any Revolver Loans made on the Closing Date or within three (in the case of a conversion to, or a continuation of, a LIBOR Rate Loan). A Request for Conversion/Continuation shall specify (x3) the proposed conversion or continuation date (which Business Days thereafter shall be made as Base Rate Loans. Borrower shall deliver a fully and properly completed Notice of Borrowing to Agent no later than 12:00 Noon (New York, New York time) at least three (3) Business Day or a Eurodollar Business Day, as applicable), (y) the amount and type of the Loan to be converted or continued, and (z) the nature Days in advance of the proposed conversion or continuationconversion/continuation date. (c) Any Request for Conversion/Continuation (or telephonic notice in lieu thereof) shall be irrevocable and Borrower shall be obligated to convert or continue in accordance therewith. (d) No Loan (or portion thereof) may be converted into, or continued as, a LIBOR Rate Loan with an Interest Period that ends after the Maturity Date.

Conversion or Continuation. (a) Subject to the provisions of clause (d) of this Section 2.7 2.8 and the provisions of Section 2.14, Administrative Borrower shall have the option to (i) convert all or any portion of the outstanding Base Rate Loans equal to $500,000250,000, and integral multiples of $100,000 in excess of such amount, to a LIBOR Rate RateSOFR Loan, (ii) convert all or any portion of the outstanding LIBOR Rate RateSOFR Loans denominated in Dollars equal to $500,000 100,000 and integral multiples of $100,000 in excess of such amount, to a Base Rate Loan, Loan and (iii) upon the expiration of any Interest Period applicable to any of its LIBOR Rate RateSOFR Loans, continue all or any portion of such LIBOR Rate RateSOFR Loan equal to $500,000100,000, and integral multiples of $100,000 in excess of such amount, as a LIBOR Rate Loan denominated in the same CurrencyRateSOFR Loan, and the succeeding Interest Period of such continued Loan shall commence on the expiration date of the Interest Period previously applicable thereto; provided, however, that a LIBOR Rate RateSOFR Loan only may be converted or continued, as the case may be, on the expiration date of the Interest Period applicable theretothereto unless the Borrowers pay any Breakage CostsFunding Losses incurred by the Lender; provided further, however, that no outstanding Loan may be continued as, or be converted into, a LIBOR Rate RateSOFR Loan when any Unmatured Event of Default or Event of Default has occurred and is continuing; provided further, however, that if, before the expiration of an Interest Period of a LIBOR Rate RateSOFR Loan, Administrative Borrower fails to timely to deliver the appropriate Request for Conversion/Continuation, such LIBOR Rate Loan, in the case of a LIBOR Rate RateSOFR Loan denominated in Dollars, automatically shall be converted to a Base Rate Loan and, in Loan. A certificate of Agent or a Lender delivered to the case of a LIBOR Rate Loan denominated in an Alternative Currency, automatically Administrative Borrower setting forth any amount or amounts that Agent or such Lender is entitled to receive as Breakage CostsFunding Losses shall be continued as a LIBOR Rate Loan having an Interest Period of one monthconclusive absent manifest error. (b) The Administrative Borrower shall by facsimile, mail, electronic e-mail (in a format bearing a copy of the signature(s) required thereon), personal service ) or by telephone (which shall be confirmed by one of the other means of delivery) deliver a Request for Conversion/Continuation to Agent (i) no later than 1:00 p.m., Local Time, one 10:00 a.m. (1Pacific time) Business Day prior to on the proposed conversion date (in the case of a conversion to a Base Rate Loan), ) and (ii) no later than 1:00 p.m. Local Time, three (3Pacific time) one (1) Eurodollar Business Days Day before (in the case of a conversion to, or a continuation of, a LIBOR Rate RateSOFR Loan). A Request for Conversion/Continuation shall specify (x) the proposed conversion or continuation date (which shall be a Business Day or a Eurodollar Business Day, as applicable), (y) the amount and type of the Loan to be converted or continued, continued and (z) the nature of the proposed conversion or continuation. (c) Any Request for Conversion/Continuation (or telephonic notice in lieu thereof) shall be irrevocable and Borrower the Borrowers shall be obligated to convert or continue in accordance therewith. (d) No Loan (or portion thereof) may be converted into, or continued as, a LIBOR Rate RateSOFR Loan with an Interest Period that ends after the Maturity Date.

Conversion or Continuation. (ai) Subject to the provisions of clause (da)(iv) of this Section 2.7 and the provisions of Section 2.142.13, Borrower shall have the option to (iA) convert all or any portion of the outstanding Base Rate Loans equal to $500,000100,000, and integral multiples of $100,000 50,000 in excess of such amount, to a LIBOR Rate Loan, (iiB) convert all or any portion of the outstanding LIBOR Rate Loans denominated in Dollars equal to $500,000 250,000 and integral multiples of $100,000 50,000 in excess of such amount, to a Base Rate Loan, and (iiiC) upon the expiration of any Interest Period applicable to any of its LIBOR Rate Loans, continue all or any portion of such LIBOR Rate Loan equal to $500,000250,000, and integral multiples of $100,000 50,000 in excess of such amount, as a LIBOR Rate Loan denominated in the same CurrencyLoan, and the succeeding Interest Period of such continued Loan shall commence on the expiration date of the Interest Period previously applicable thereto; provided, however, that a LIBOR Rate Loan only may be converted or continued, as the case may be, on the expiration date of the Interest Period applicable theretothereto unless Borrower pays any Funding Losses incurred by any of the Lenders; provided further, however, that no outstanding Loan may be continued as, or be converted into, a LIBOR Rate Loan when any Unmatured Event of Default or Event of Default has occurred and is continuing; provided further, however, that if, before the expiration of an Interest Period of a LIBOR Rate Loan, Borrower fails to timely to deliver the appropriate Request for LIBOR Conversion/Continuation, such LIBOR Rate Loan, in the case of a LIBOR Rate Loan denominated in Dollars, automatically shall be converted to a Base Rate Loan and, in the case of a LIBOR Rate Loan denominated in an Alternative Currency, automatically shall be continued as a LIBOR Rate Loan having an Interest Period of one monthLoan. (bii) Borrower shall by facsimiletelefacsimile, mail, electronic e-mail (in a format bearing a copy of the signature(s) required thereon), personal service or by telephone (which shall be confirmed by one of the other means of delivery) deliver a Request for LIBOR Conversion/Continuation to Agent (iA) no later than 1:00 p.m., Local Time, 10:00 a.m. (Pacific time) one (1) Business Day prior to the proposed conversion date (in the case of a conversion to a Base Rate Loan), and (iiB) no later than 1:00 p.m. Local Time, 10:00 a.m. (Pacific time) three (3) Eurodollar Business Days before (in the case of a conversion to, or a continuation of, a LIBOR Rate Loan). A Request for LIBOR Conversion/Continuation shall specify (xA) the proposed conversion or continuation date (which shall be a Business Day or a Eurodollar Business Day, as applicable), (yB) the amount and type of the Loan to be converted or continued, and (zC) the nature of the proposed conversion or continuation. (ciii) Any Request for LIBOR Conversion/Continuation (or telephonic notice in lieu thereof) shall be irrevocable irrevocable, and Borrower shall be obligated to convert or continue in accordance therewith. (div) No Loan (or portion thereof) may be converted into, or continued as, a LIBOR Rate Loan with an Interest Period that ends after the Applicable Maturity Date.

Conversion or Continuation. (a) Subject to the provisions of clause (d) of this Section 2.7 and the provisions of Section 2.142.16, Borrower shall have the option to: (a) convert all or any part of its outstanding Loans equal to One Million Dollars (i$1,000,000) and integral multiples of One Hundred Thousand Dollars ($100,000) in excess of such amount, to a Base Rate Loan; (b) convert all or any portion of the its outstanding Base Rate Loans equal to Five Million Dollars ($500,0005,000,000), and integral multiples of One Million Dollars ($100,000 1,000,000) in excess of such amount, to a LIBOR Rate Loan, ; or (ii) convert all or any portion of the outstanding LIBOR Rate Loans denominated in Dollars equal to $500,000 and integral multiples of $100,000 in excess of such amount, to a Base Rate Loan, and (iiic) upon the expiration of any Interest Period applicable to any of its a LIBOR Rate LoansLoan, to continue all or any portion of such LIBOR Rate Loan equal to $500,000, and integral multiples of $100,000 in excess of such amount, as a LIBOR Rate Loan denominated in the same Currency, and the succeeding Interest Period of such continued Loan shall commence on the expiration date of the Interest Period previously applicable thereto; provided, howeverhowever , that a LIBOR Rate Loan only may be converted into a Base Rate Loan or continued, as the case may be, on the expiration date of the Interest Period applicable thereto; provided further, however, that no outstanding Loan may be continued as, or be converted into, a LIBOR Rate Loan when any Unmatured Event of Default or Event of Default has occurred and is continuing; provided further, however, that if, if Borrower fails to deliver the appropriate Notice of Conversion/Continuation or the telephonic notice in respect thereof before the expiration of an the Interest Period of a LIBOR Rate Loan, Borrower fails timely to deliver the appropriate Request for Conversion/Continuation, such LIBOR Rate Loan, in the case of a LIBOR Rate Loan denominated in Dollars, automatically shall be converted to a Base Rate Loan and, in the case of a LIBOR Rate Loan denominated in an Alternative Currency, automatically shall be continued as a LIBOR Rate Loan having an Interest Period of one monthLoan. (b) Borrower shall by facsimile, mail, electronic mail (in a format bearing a copy Any provisions of the signature(sforegoing paragraph of this Section 2.9 to the contrary notwithstanding, Borrower may convert a LIBOR Rate Loan into a Base Rate Loan prior to the expiration date of the Interest Period applicable thereto upon payment to each Bank, pursuant to the provisions of Section 2.15 hereof, of all costs, expenses and losses incurred by any Bank as a result of the timing of such conversion. (c) required thereon)B o r r o w e r shall deliver a Notice of Conversion/Continuation, personal service in the form of Exhibit N-3, with respect to a conversion or by telephone (which shall be confirmed by continuation of one of the other means of delivery) deliver a Request for Conversion/Continuation its Loans to Agent (i) no later than 1:00 p.m.9:00 a.m., Local TimeCalifornia time, one (1) on the Domestic Business Day prior to that is the proposed conversion date (in the case of a conversion to a Base Rate Loan), Loan and (ii) no later than 1:00 p.m. Local Time, three at least t h r ee (3) Eurodollar LIBOR Business Days before (in advance of the proposed c o nversion/continuation date in the case of a conversion to, or a continuation of, a LIBOR Rate Loan). A Request for Notice of Conversion/Continuation shall specify specify: (xi) the proposed conversion or conversion/continuation date (which shall be a Domestic Business Day or a Eurodollar LIBOR Business Day, as applicable), ; (yii) the amount and type of the Loan to be converted or converted/continued, and ; (ziii) the nature of the proposed conversion/continuation; and (iv) in the case of a conversion to, or continuationcontinuation of, a LIBOR Rate Loan, the requested Interest Period. (cd) In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower, by any of its Responsible Officers or any other individual authorized to act on behalf of Borrower, may give Agent t e l e p h o nic notice by the required time of any proposed conversion/continuation under this Section 2.9; provided, however, that such notice shall be promptly confirmed in writing by delivery of a Notice of C o n v e rsion/Continuation to Agent on or before the proposed conversion/continuation date. Agent and Banks shall incur no liability to Borrower in acting upon any such telephonic notice that Agent believes in good faith to have been given by a Responsible Officer or other individual authorized to act on behalf of Borrower, or for otherwise acting in good faith under this Section 2.9 and in converting/continuing pursuant to any telephonic notice. Any Request for Notice of Conversion/Continuation (or telephonic notice in lieu thereof) shall be irrevocable and Borrower shall be obligated to convert or continue in accordance therewith. (d) No Loan (or portion thereof) may be converted into, or continued as, a LIBOR Rate Loan with an Interest Period that ends after the Maturity Date.

Conversion or Continuation. (a) Subject to the provisions of clause this subparagraph (diii) of this Section 2.7 and the provisions limitation on the number of Section 2.14Interest Periods prescribed in subparagraph (ii) above, Borrower shall have the option to (i1) convert at any time all or any portion part of the outstanding Base Rate Loans equal to Five Hundred Thousand Dollars ($500,000, ) and integral multiples of Fifty Thousand Dollars ($100,000 50,000) in excess of such amountthat amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, to a LIBOR Rate Loan, or (ii) convert all or any portion of the outstanding LIBOR Rate Loans denominated in Dollars equal to $500,000 and integral multiples of $100,000 in excess of such amount, to a Base Rate Loan, and (iii2) upon the expiration of any Interest Period applicable to any of its a LIBOR Rate LoansLoan, to continue all or any portion of such LIBOR Rate Loan equal to Five Hundred Thousand Dollars ($500,000, ) and integral multiples of Fifty Thousand Dollars ($100,000 50,000) in excess of such amount, that amount as a LIBOR Rate Loan denominated in the same Currency, and the succeeding Interest Period Period(s) of such continued Loan shall commence on the expiration date last day of the Interest Period previously applicable theretoof the Loan to be continued; provided, however, provided that a LIBOR Rate Loan Loans may only may be converted or continued, as the case may be, into Loans bearing interest determined by reference to an alternative basis on the expiration date of the an Interest Period applicable thereto; provided and provided, further, however, that no outstanding Loan may be continued as, or be converted into, a LIBOR Rate Loan when any Unmatured an Event of Default or Event of Default has occurred and is continuing; provided furtherand provided, howeverfinally, that if, before the expiration of an Interest Period of a LIBOR Rate Loan, Borrower fails timely to deliver the appropriate Request for Conversion/Continuation, such LIBOR Rate Loan, in the case of no Loan may be converted into a LIBOR Rate Loan denominated in Dollarsuntil ten (10) days after the Closing Date; i.e., automatically any Loans made on the Closing Date or within ten (10) days thereafter shall be converted to a made as Base Rate Loan and, in the case of a LIBOR Rate Loan denominated in an Alternative Currency, automatically shall be continued as a LIBOR Rate Loan having an Interest Period of one month. (b) Loans. Borrower shall by facsimile, mail, electronic mail (in a format bearing a copy of the signature(s) required thereon), personal service or by telephone (which shall be confirmed by one of the other means of delivery) deliver a Request for Conversion/Continuation fully and properly completed Notice of Borrowing to Agent (i) Lender no later than 1:00 p.m., Local Time, one 11:00 a.m. (1Atlanta time) Business Day prior to the proposed conversion date (in the case of a conversion to a Base Rate Loan), and (ii) no later than 1:00 p.m. Local Time, at least three (3) Eurodollar Business Days before (in the case advance of a conversion to, or a any proposed conversion/continuation of, a date in respect of any LIBOR Rate Loan). A Request for Conversion/Continuation shall specify (x) the proposed conversion or continuation date (which shall be a Business Day or a Eurodollar Business Day, as applicable), (y) the amount and type of the Loan to be converted or continued, and (z) the nature of the proposed conversion or continuation. (c) Any Request for Conversion/Continuation (or telephonic notice in lieu thereof) shall be irrevocable and Borrower shall be obligated to convert or continue in accordance therewith. (d) No Loan (or portion thereof) may be converted into, or continued as, a LIBOR Rate Loan with an Interest Period that ends after the Maturity Date.

Conversion or Continuation. (a) Subject to the provisions of clause (d) of this Section 2.7 and the provisions of Section 2.14, Borrower shall have the option to (i) convert all or any portion of the outstanding Base Rate Loans Borrowings equal to $500,000250,000, and integral multiples of $100,000 in excess of such amount, to a LIBOR Rate LoanBorrowing, (ii) convert all or any portion of the outstanding LIBOR Rate Loans denominated in Dollars Borrowings equal to $500,000 250,000 and integral multiples of $100,000 in excess of such amount, to a Base Rate LoanBorrowing, and (iii) upon the expiration of any Interest Period applicable to any of its LIBOR Rate LoansBorrowings, continue all or any portion of such LIBOR Rate Loan Borrowing equal to $500,000250,000, and integral multiples of $100,000 in excess of such amount, as a LIBOR Rate Loan denominated in the same CurrencyBorrowing, and the succeeding Interest Period of such continued Loan Borrowing shall commence on the expiration date of the Interest Period previously applicable thereto; provided, however, that a LIBOR Rate Loan Borrowing only may be converted or continued, as the case may be, on the expiration date of the Interest Period applicable thereto; provided further, however, that no outstanding Loan Borrowing may be continued as, or be converted into, a LIBOR Rate Loan Borrowing when any Unmatured Event of Default or Event of Default has occurred and is continuing; provided further, however, that if, before the expiration of an Interest Period of a LIBOR Rate LoanBorrowing, Borrower fails timely to deliver the appropriate Request for Conversion/Continuation, such LIBOR Rate Loan, in the case of a LIBOR Rate Loan denominated in Dollars, Borrowing automatically shall be converted to a Base Rate Loan and, in the case of a LIBOR Rate Loan denominated in an Alternative Currency, automatically shall be continued as a LIBOR Rate Loan having Borrowing with an Interest Period of one (1) month. (b) Borrower shall shall, by facsimilepersonal delivery or by registered or certified mail (postage prepaid, mailreturn receipt requested), overnight courier, electronic mail (at such email addresses as Lender may designate to Borrower in a format bearing a copy of the signature(s) required thereonaccordance herewith), personal service or by telephone (which shall be confirmed by one of the other means of delivery) telefacsimile, deliver a Request for Conversion/Continuation to Agent Lender (i) no later than 1:00 p.m.noon, Local Pacific Time, one (1) on the Business Day prior to that is the proposed conversion date (in the case of a conversion to a Base Rate LoanBorrowing), and (ii) no later earlier than 1:00 p.m. Local Time, three two (32) Eurodollar Business Days before and no later than noon Pacific Time on the day of the proposed conversion or continuation date (in the case of a conversion to, or a continuation of, a LIBOR Rate LoanBorrowing). A Request for Conversion/Continuation shall specify (x) the proposed conversion or continuation date (which shall be a Business Day or a Eurodollar Business Day, as applicable), (y) the amount and type of the Loan Borrowing to be converted or continued, and (z) the nature of the proposed conversion or continuation. (c) Any Request for Conversion/Continuation (or telephonic notice in lieu thereof) shall be irrevocable and Borrower shall be obligated to convert or continue in accordance therewith. (d) No Loan Borrowing (or portion thereof) may be converted into, or continued as, a LIBOR Rate Loan Borrowing with an Interest Period that ends after (i) the Maturity Final Payment Date, (ii) in the case of the Initial Term Loan, the Initial Term Loan Final Payment Date, or (iii) in the case of the Term Loan B, the Term Loan B Final Payment Date.

Conversion or Continuation. (ai) Subject to the provisions of clause Subparagraphs 3.8 (c) and 3.8 (d) of this Section 2.7 and the provisions of Section 2.14), Borrower Borrowers shall have the option to (i) convert all or any portion of to request that a Loan Advance be made at the outstanding Base Fixed Rate Loans equal to $500,000, and integral multiples of $100,000 in excess of such amount, to a LIBOR Rate Loanrather than the Floating Rate, (ii) to convert at any time the interest rate charged on all or any portion part of the outstanding LIBOR Principal Balance of the Loan from the Floating Rate Loans denominated in Dollars equal to $500,000 and integral multiples of $100,000 in excess of such amount, to a Base Rate Loan, and Fixed Rate; or (iii) upon the expiration of any Interest Period applicable to any of its a LIBOR Rate LoansLoan, to continue all or any portion of such LIBOR Rate Loan equal to $500,000, and integral multiples of $100,000 in excess of such amount, the same as a LIBOR Rate Loan denominated in the same CurrencyLoan, and the succeeding Interest Period of such continued LIBOR Loan shall commence on the expiration date of the Interest Period previously applicable thereto; provided, however, that a LIBOR Rate Loan only may be converted or continued, as the case may be, on the expiration date no portion of the Interest Period applicable thereto; provided further, however, that no outstanding Loan -------- may be continued as, or be converted into, a LIBOR Rate Loan when any Unmatured Event of Default or Event of Default has occurred and is continuing; provided further. Any Loan Advance to be made at a Fixed Rate and any partial conversion or continuation of the Loan under this Section shall be in a minimum amount of $50,000, however, and in integral multiples of $50,000 in excess of that if, before amount. (ii) If Borrowers request that a Loan Advance bear interest at the expiration Fixed Rate or if Borrowers desire to convert all or a portion of an Interest Period the Loan to a LIBOR Loan or to continue all or any portion of a LIBOR Rate LoanLoan as the same, Borrower fails timely to deliver the appropriate Request for Conversion/Continuation, such LIBOR Rate Loan, in the case of a LIBOR Rate Loan denominated in Dollars, automatically Borrowers shall be converted to a Base Rate Loan and, in the case of a LIBOR Rate Loan denominated in an Alternative Currency, automatically shall be continued as a LIBOR Rate Loan having an Interest Period of one month. (b) Borrower shall by facsimile, mail, electronic mail (in a format bearing a copy of the signature(s) required thereon), personal service or by telephone (which shall be confirmed by one of the other means of delivery) deliver a Request for Conversion/Continuation to Agent (i) notify Lender no later than 1:00 p.m., Local Time, one 10:00 a.m. (1Chicago time) on the second Business Day prior to the aforementioned request or the proposed conversion date (in the case of a conversion to a Base Rate Loan), and (ii) no later than 1:00 p.m. Local Time, three (3) Eurodollar Business Days before (in the case of a conversion to, or a continuation of, a LIBOR Rate Loan)date. A Request for Conversion/Continuation Each notice shall specify (xi) the proposed Loan Advance disbursement date or the conversion or continuation date (which shall be a Business Day or a Eurodollar Business Day), as applicable), (yii) the principal amount and type of the applicable Loan Advance or the principal amount of the Loan to be converted to or continuedcontinued as a LIBOR Loan, as applicable, and (ziii) the nature requested Interest Period. In lieu of delivering the above-described notice, Borrowers may give Lender notice by telephone of any proposed LIBOR Loan or the conversion or continuationcontinuation of a LIBOR Loan by the time required under this Section, provided that such notice is confirmed in writing by delivery or fax to Lender of such notice in no event later than 4:00 p.m. (Chicago time) on the date of such notice. (ciii) Any Request for Conversion/Continuation Notice of any proposed LIBOR Loan or of conversion to or continuation of a LIBOR Loan (or telephonic notice by telephone in lieu thereof) shall be irrevocable and Borrower Borrowers shall be obligated to convert or continue bound in accordance therewithwith the terms of such notice. (div) No Loan (or portion thereof) may be converted into, or continued as, If notice of the continuation of a LIBOR Loan is not delivered by Borrowers in a timely manner, the amount of such LIBOR Loan shall bear interest at the Floating Rate Loan with an as of the termination date of the applicable Interest Period that ends after and shall no longer bear interest at the Maturity DateFixed Rate unless it is thereafter converted to a new LIBOR Loan in the manner described above.

Conversion or Continuation. (a) Subject to the provisions of clause (d) of this Section 2.7 and the provisions of Section 2.14, Borrower shall have the option to (i) convert all or any portion of the outstanding Base Rate Loans Borrowings equal to $500,000250,000, and integral multiples of $100,000 in excess of such amount, to a LIBOR Rate LoanBorrowing, (ii) convert all or any portion of the outstanding LIBOR Rate Loans denominated in Dollars Borrowings equal to $500,000 250,000 and integral multiples of $100,000 in excess of such amount, to a Base Rate LoanBorrowing, and (iii) upon the expiration of any Interest Period applicable to any of its LIBOR Rate LoansBorrowings, continue all or any portion of such LIBOR Rate Loan Borrowing equal to $500,000250,000, and integral multiples of $100,000 in excess of such amount, as a LIBOR Rate Loan denominated in the same CurrencyBorrowing, and the succeeding Interest Period of such continued Loan Borrowing shall commence on the expiration date of the Interest Period previously applicable thereto; provided, however, that a LIBOR Rate Loan Borrowing only may be converted or continued, as the case may be, on the expiration date of the Interest Period applicable thereto; provided further, however, that no outstanding Loan Borrowing may be continued as, or be converted into, a LIBOR Rate Loan Borrowing when any Unmatured Event of Default or Event of Default has occurred and is continuing; provided further, however, that if, before the expiration of an Interest Period of a LIBOR Rate LoanBorrowing, Borrower fails timely to deliver the appropriate Request for Conversion/Continuation, such LIBOR Rate Loan, in the case of a LIBOR Rate Loan denominated in Dollars, Borrowing automatically shall be converted to a Base Rate Loan and, in the case of a LIBOR Rate Loan denominated in an Alternative Currency, automatically shall be continued as a LIBOR Rate Loan having Borrowing with an Interest Period of one (1) month. (b) Borrower shall by facsimiletelex, telecopy, mail, electronic mail (in a format bearing a copy of the signature(s) required thereon), or personal service or by telephone (which shall be confirmed by one of the other means of delivery) deliver a Request for Conversion/Continuation to Agent Lender (i) no later than 1:00 p.m.noon, Local Pacific Time, one (1) on the Business Day prior to that is the proposed conversion date (in the case of a conversion to a Base Rate LoanBorrowing), and (ii) no later earlier than 1:00 p.m. Local Time, three two (32) Eurodollar Business Days before and no later than noon Pacific Time on the day of the proposed conversion or continuation date (in the case of a conversion to, or a continuation of, a LIBOR Rate LoanBorrowing). A Request for Conversion/Continuation shall specify (x) the proposed conversion or continuation date (which shall be a Business Day or a Eurodollar Business Day, as applicable), (y) the amount and type of the Loan Borrowing to be converted or continued, and (z) the nature of the proposed conversion or continuation. (c) Any Request for Conversion/Continuation (or telephonic notice in lieu thereof) shall be irrevocable and Borrower shall be obligated to convert or continue in accordance therewith. (d) No Loan Borrowing (or portion thereof) may be converted into, or continued as, a LIBOR Rate Loan Borrowing with an Interest Period that ends after the Maturity Final Payment Date.

Conversion or Continuation. (a) Subject to the provisions of clause (d) of this Section 2.7 and the provisions of Section 2.14-------------------------- subsection 2.2, Borrower Representative, on behalf of any Borrower, shall have --------------- the option to (i1) convert at any time all or any portion part of the outstanding Base Rate Loans (other than Swingline Loans) equal to $500,000, 1,000,000 and integral multiples of $100,000 500,000 in excess of such amountthat amount (or, to a LIBOR Rate Loan, (ii) convert all or any portion in the case of the outstanding LIBOR Rate Loans denominated in Dollars equal to $500,000 an Optional Currency, such other minimum amount and integral multiples of $100,000 thereof as Agent and Borrower Representative may agree, which shall be calculated so as to approximate, as nearly as practicable, the minimum amounts and multiples thereof applicable to LIBOR Loans denominated in excess of such amount, to a Dollars) from Base Rate LoanLoans to LIBOR Loans denominated in the same Available Currency as the Loans so converted, and or (iii2) upon the expiration of any Interest Period applicable to any of its a LIBOR Rate LoansLoan, to (a) continue all or any portion of such LIBOR Rate Loan equal to $500,000, 1,000,000 and integral multiples of $100,000 500,000 in excess of that amount (or, in the case of Loans denominated in an Optional Currency, such amountother minimum amount and integral multiples thereof as Agent and Borrower Representative may agree, which shall be calculated so as to approximate, as nearly as practicable, the minimum amounts and multiples thereof applicable to LIBOR Loans denominated in Dollars) as a LIBOR Loan denominated in the same Available Currency as the Loan so converted, or (b) convert all or any portion of such LIBOR Loan to a Base Rate Loan denominated in the same Currency, and Available Currency as the Loan so converted. The succeeding Interest Period Period(s) of such continued or converted Loan shall commence on the expiration date last day of the Interest Period previously applicable thereto; provided, however, that a LIBOR Rate Loan only may be converted or continued, as the case may be, on the expiration date of the Interest Period applicable theretoLoan to be continued or converted; provided further, however, that no outstanding Loan may be -------- continued as, or be converted into, a LIBOR Rate Loan Loan, when any Unmatured Event of Default or Event of Default has occurred and is continuing; provided further, however, that if, before the expiration of an Interest Period of a LIBOR Rate Loan, Borrower fails timely to deliver the appropriate Request for Conversion/Continuation, such LIBOR Rate Loan, in the case of a LIBOR Rate Loan denominated in Dollars, automatically shall be converted to a Base Rate Loan and, in the case of a LIBOR Rate Loan denominated in an Alternative Currency, automatically shall be continued as a LIBOR Rate Loan having an Interest Period of one month. (b) Borrower shall by facsimile, mail, electronic mail (in a format bearing a copy of the signature(s) required thereon), personal service or by telephone (which shall be confirmed by one of the other means of delivery) deliver a Request for Conversion/Continuation to Agent (i) no later than 1:00 p.m., Local Time, one (1) Business Day prior to the proposed conversion date (in the case of a conversion to a Base Rate Loan), and (ii) no later than 1:00 p.m. Local Time, three (3) Eurodollar Business Days before (in the case of a conversion to, or a continuation of, a LIBOR Rate Loan). A Request for Conversion/Continuation shall specify (x) the proposed conversion or conversion/continuation date (which shall be a Business Day or a Eurodollar Business Day, as applicable), ; (y2) the amount and type of the Loan to be converted or continued, converted/continued and (z) the nature of the proposed conversion or continuation. (c) Any Request for Conversion/Continuation (or telephonic notice Available Currency in lieu thereof) shall be irrevocable and Borrower shall be obligated to convert or continue in accordance therewith. (d) No Loan (or portion thereof) may be converted into, or continued as, a LIBOR Rate Loan with an Interest Period that ends after the Maturity Date.which it was denominated;

Conversion or Continuation. (a) Subject to the provisions of clause (d) of this Section 2.7 and the provisions of Section 2.14subsection 2.6, each Borrower shall have the option to (i) to convert at any time all or any portion part of the its outstanding Base Rate Tranche A Term Loans or Revolving Loans equal to (x) with respect to conversion of Eurocurrency Rate Loans to Base Rate Loans, $500,000, 1,000,000 and integral multiples of $100,000 in excess of such amount, that amount and (y) with respect to a LIBOR Rate Loan, (ii) convert all or any portion conversion of the outstanding LIBOR Base Rate Loans denominated in Dollars equal to Eurocurrency Rate Loans, $500,000 5,000,000 and integral multiples of $100,000 1,000,000 in excess of such amount, to a Base Rate Loan, and that amount or (iiiii) upon the expiration of any Interest Period applicable to any of its LIBOR a Eurocurrency Rate LoansLoan, to continue all or any portion of such LIBOR Rate Loan equal to $500,000, 5,000,000 and integral multiples of $100,000 1,000,000 in excess of such amount, that amount as a LIBOR Eurocurrency Rate Loan. If a Borrower fails to specify a type of Loan denominated in or fails to give a timely Notice of Conversion/Continuation with respect to any Loan, then the same Currency, and the succeeding Interest Period of such continued applicable Loan shall commence on the expiration date of the Interest Period previously applicable thereto; be automatically converted to or continued as a Base Rate Loan, provided, however, that a LIBOR Rate Loan only may be converted or continued, as the case may be, on the expiration date of the Interest Period applicable thereto; provided further, however, that no outstanding Loan may be continued as, or be converted into, a LIBOR Rate Loan when any Unmatured Event of Default or Event of Default has occurred and is continuing; provided further, however, that if, before the expiration of an Interest Period of a LIBOR Rate Loan, Borrower fails timely to deliver the appropriate Request for Conversion/Continuation, such LIBOR Rate Loan, in the case of a LIBOR Rate Loan denominated in Dollars, automatically shall be converted to a Base Rate Loan and, in the case of a LIBOR Eurocurrency Rate Loan denominated in an Alternative Currency, automatically such Loan shall be continued as a LIBOR Eurocurrency Rate Loan having in its original currency with an Interest Period of one (1) month. Any such automatic conversion to a Base Rate Loan shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loan. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency. If a Borrower requests a Loan of, conversion to, or continuation of a Eurocurrency Rate Loan but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. . Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan unless the applicable Borrower pays the amounts due, if any, under subsection 2.7 in connection therewith. During the existence of an Event of Default, no Loans may be converted to or continued as Eurocurrency Rate Loans (bwhether in Dollars or any Alternative Currency) without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. The applicable Borrower shall by facsimile, mail, electronic mail (in a format bearing a copy of the signature(s) required thereon), personal service or by telephone (which shall be confirmed by one of the other means of delivery) deliver a Request for duly executed Notice of Conversion/Continuation to Administrative Agent no later than 12:00 Noon (New York City time) at least (i) no later than 1:00 p.m., Local Time, one three (13) Business Day prior to Days in advance of the proposed conversion conversion/continuation date (in the case of a conversion to a Base Rate Loan), Loan or a Eurocurrency Rate Loan denominated in Dollars and (ii) no later than 1:00 p.m. Local Time, three four (34) Eurodollar Business Days before (or five (5) Business Days in the case of a conversion toSpecial Notice Currency) in advance of the proposed conversion/continuation date in the case of a Eurocurrency Rate Loan denominated in an Alternative Currency. In lieu of delivering a Notice of Conversion/Continuation, or Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a continuation of, a LIBOR Rate Loan). A Request for duly executed Notice of Conversion/Continuation shall specify (x) to Administrative Agent on or before the proposed conversion or conversion/continuation date (which date. Administrative Agent shall be notify each Lender of any Loan subject to a Business Day or a Eurodollar Business Day, as applicable), (y) the amount and type Notice of the Loan to be converted or continued, and (z) the nature of the proposed conversion or continuation. (c) Any Request for Conversion/Continuation (or telephonic notice in lieu thereof) shall be irrevocable and Borrower shall be obligated to convert or continue in accordance therewithContinuation. (d) No Loan (or portion thereof) may be converted into, or continued as, a LIBOR Rate Loan with an Interest Period that ends after the Maturity Date.

Conversion or Continuation. (a) Subject to the provisions of clause (d) of this Section 2.7 2.8 and the provisions of Section 2.14, Administrative Borrower shall have the option to (i) convert all or any portion of the outstanding Base Rate Loans equal to $500,000250,000, and integral multiples of $100,000 of$100,000 in excess of such amount, to a LIBOR Rate Loan, (ii) convert all or any portion of the outstanding LIBOR Rate Loans denominated in Dollars equal to $500,000 100,000 and integral multiples of $100,000 in excess of such amount, to a Base Rate Loan, Loan and (iii) upon the expiration of any Interest Period applicable to any of its LIBOR Rate Loans, continue all or any portion of such LIBOR Rate Loan equal to $500,000100,000, and integral multiples of $100,000 in excess of such amount, as a LIBOR Rate Loan denominated in the same CurrencyLoan, and the succeeding Interest Period of such continued Loan shall commence on the expiration date of the Interest Period previously applicable thereto; provided, however, that a LIBOR Rate Loan only may be converted or continued, as the case may be, on the expiration date of the Interest Period applicable theretothereto unless the Borrowers pay any Breakage Costs incurred by the Lender; provided further, however, that no outstanding Loan may be continued as, or be converted into, a LIBOR Rate Loan when any Unmatured Event of Default or Event of Default has occurred and is continuing; provided further, however, that if, before the expiration of an Interest Period of a LIBOR Rate Loan, Administrative Borrower fails to timely to deliver the appropriate Request for Conversion/Continuation, such LIBOR Rate Loan, in the case of a LIBOR Rate Loan denominated in Dollars, automatically shall be converted to a Base Rate Loan and, in Loan. A certificate of Agent or a Lender delivered to the case of a LIBOR Rate Loan denominated in an Alternative Currency, automatically Administrative Borrower setting forth any amount or amounts that Agent or such Lender is entitled to receive as Breakage Costs shall be continued as a LIBOR Rate Loan having an Interest Period of one monthconclusive absent manifest error. (b) The Administrative Borrower shall by facsimile, mail, electronic e-mail (in a format bearing a copy of the signature(s) required thereon), personal service ) or by telephone (which shall be confirmed by one of the other means of delivery) deliver a Request for Conversion/Continuation to Agent (i) no later than 1:00 p.m., Local Time, one 10:00 a.m. (1Pacific time) Business Day prior to on the proposed conversion date (in the case of a conversion to a Base Rate Loan), ) and (ii) no later than 1:00 p.m. Local Time, three (3Pacific time) one (1) Eurodollar Business Days Day before (in the case of a conversion to, or a continuation of, a LIBOR Rate Loan). A Request for Conversion/Continuation shall specify (x) the proposed conversion or continuation date (which shall be a Business Day or a Eurodollar Business Day, as applicable), (y) the amount and type of the Loan to be converted or continued, continued and (z) the nature of the proposed conversion or continuation. (c) Any Request for Conversion/Continuation (or telephonic notice in lieu thereof) shall be irrevocable and Borrower the Borrowers shall be obligated to convert or continue in accordance therewith. (d) No Loan (or portion thereof) may be converted into, or continued as, a LIBOR Rate Loan with an Interest Period that ends after the Maturity Date.

Conversion or Continuation. (a) Subject to the provisions of clause subsection 2.6, (di) of this Section 2.7 each Domestic Borrower and the provisions of Section 2.14, Offshore Borrower shall have the option (a) to (i) convert at any time all or any portion part of its outstanding Loans (except Swing Line Loans) denominated in Dollars, as the outstanding Base Rate Loans case may be, equal to $500,000, 2,000,000 and integral multiples of $100,000 500,000 in excess of such amount, that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a LIBOR Rate Loan, rate determined by reference to an alternative basis or (ii) convert all or any portion of the outstanding LIBOR Rate Loans denominated in Dollars equal to $500,000 and integral multiples of $100,000 in excess of such amount, to a Base Rate Loan, and (iiib) upon the expiration of any Interest Period applicable to any of its LIBOR a Eurodollar Rate LoansLoan, to continue all or any portion of such LIBOR Rate Loan equal to $500,000, 2,000,000 and integral multiples of $100,000 500,000 in excess of such amount, that amount as a LIBOR Eurodollar Rate Loan denominated in or, if such Eurodollar Rate Loan is less than $2,000,000, to continue the same Currency, full amount of such Eurodollar Rate Loan as a Eurodollar Rate Loan and (ii) the succeeding Offshore Borrower shall have the option upon the expiration of any Interest Period applicable to a LIBO Rate Loan, to continue all or any portion of such continued Loan shall commence equal to the Offshore Currency Equivalent of $2,000,000 and multiples of the Offshore Currency Equivalent of $500,000 in excess of that amount as a LIBO Rate Loan or, if such LIBO Rate Loan is less than $2,000,000, to continue the full amount of such LIBO Rate Loan as a LIBO Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of the an Interest Period previously applicable thereto; provided, however, that except as otherwise provided herein, (i) if the applicable Domestic Borrower fails to give a LIBOR Rate Loan only may be converted or continued, as the case may be, on Notice of Conversion/Continuation at least one Business Day prior to the expiration date of the any Interest Period applicable thereto; provided furtherto any Eurodollar Rate Loan of such Domestic Borrower, however, such Borrower shall have been deemed to have delivered a Notice of Conversion/Continuation requesting that no outstanding such Eurodollar Rate Loan may be continued as, or be converted into, a LIBOR Rate Loan when any Unmatured Event of Default or Event of Default has occurred and is continuing; provided further, however, that if, before the expiration of an Interest Period of a LIBOR Rate Loan, Borrower fails timely to deliver the appropriate Request for Conversion/Continuation, such LIBOR Rate Loan, in the case of a LIBOR Rate Loan denominated in Dollars, automatically shall be converted to into a Base Rate Loan andand (ii) if Offshore Borrower fails to give a Notice of Conversion/Continuation at least three Business Days prior to the expiration of any Interest Period applicable to any LIBO Rate Loan, in the case Offshore Borrower shall have been deemed to have delivered a Notice of a LIBOR Conversion/Continuation requesting that such LIBO Rate Loan denominated in an Alternative Currency, automatically shall be continued as a LIBOR LIBO Rate Loan having an with a one month Interest Period Period. Any Domestic Borrower delivering a Notice of one month. (b) Borrower shall by facsimile, mail, electronic mail (in a format bearing a copy of the signature(s) required thereon), personal service or by telephone (which shall be confirmed by one of the other means of delivery) deliver a Request for Conversion/Continuation shall deliver such notice to Administrative Agent (i) at its Domestic Funding and Payment Office no later than 1:00 p.m., Local Time, 2:00 P.M. (New York City time) at least one (1) Business Day prior to in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan), ) and (ii) no later than 1:00 p.m. Local Time, at least three (3) Eurodollar Business Days before in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan). A Request for Offshore Borrower shall deliver any Notice of Conversion/Continuation shall specify to Administrative Agent at both its Domestic Funding and Payment Office no later than 2:00 P.M. (xNew York City time) and its Offshore Funding and Payment Office no later than 2:00 P.M. (London time) at least three Business Days in advance of the proposed conversion or conversion/continuation date (which shall be date. In lieu of delivering a Business Day or a Eurodollar Business DayNotice of Conversion/Continuation, the applicable Borrower may give Administrative Agent telephonic notice to the Domestic Funding and Payment Office and/or the Offshore Funding and Payment Office, as applicable), (y) by the amount and type required time of the Loan to any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be converted or continued, and (z) the nature promptly confirmed in writing by delivery of the proposed conversion or continuation. (c) Any Request for a duly executed Notice of Conversion/Continuation (to Administrative Agent on or telephonic notice in lieu thereof) before the proposed conversion/continuation date. Administrative Agent shall be irrevocable and Borrower shall be obligated promptly notify each Lender of any Loan subject to convert or continue in accordance therewithany Notice of Conversion/Continuation. (d) No Loan (or portion thereof) may be converted into, or continued as, a LIBOR Rate Loan with an Interest Period that ends after the Maturity Date.

Conversion or Continuation. (a) Subject to the provisions of clause (d) of this Section 2.7 and the provisions of Section 2.14, Borrower shall have the option to (i) convert all or any portion of the outstanding Base Rate Loans Borrowings equal to $500,000250,000, and integral multiples of $100,000 in excess of such amount, to a LIBOR Rate LoanBorrowing, (ii) convert all or any portion of the outstanding LIBOR Rate Loans denominated in Dollars Borrowings equal to $500,000 250,000 and integral multiples of $100,000 in excess of such amount, to a Base Rate LoanBorrowing, and (iii) upon the expiration of any Interest Period applicable to any of its LIBOR Rate LoansBorrowings, continue all or any portion of such LIBOR Rate Loan Borrowing equal to $500,000250,000, and integral multiples of $100,000 in excess of such amount, as a LIBOR Rate Loan denominated in the same CurrencyBorrowing, and the succeeding Interest Period of such continued Loan Borrowing shall commence on the expiration date of the Interest Period previously applicable thereto; provided, however, that a LIBOR Rate Loan Borrowing only may be converted or continued, as the case may be, on the expiration date of the Interest Period applicable thereto; provided further, however, that no outstanding Loan Borrowing may be continued as, or be converted into, a LIBOR Rate Loan Borrowing when any Unmatured Event of Default or Event of Default has occurred and is continuing; provided further, however, that if, before the expiration of an Interest Period of no Borrowing may be extended as a LIBOR Rate LoanBorrowing when any Unmatured Event of Default or Event of Default has occurred and is continuing; provided further, Borrower fails timely to deliver the appropriate however, that so long as no Event of Default or Unmatured Event of Default has occurred and is continuing, if a Request for Conversion/ContinuationContinuation is not timely delivered at the end of the applicable Interest Period for any LIBOR Rate Borrowing, such LIBOR Rate Loan, in the case of a LIBOR Rate Loan denominated in Dollars, automatically Borrowing shall be converted deemed to a Base Rate Loan and, in the case of a LIBOR Rate Loan denominated in an Alternative Currency, automatically shall be continued as a LIBOR Rate Loan having Borrowing with an Interest Period of one (1) month. (b) Borrower shall by facsimiletelex, telecopy, mail, electronic mail (in a format bearing a copy of the signature(s) required thereon), or personal service or by telephone (which shall be confirmed by one of the other means of delivery) deliver a Request for Conversion/Continuation to Agent Lender (i) no later than 1:00 p.m.noon, Local Pacific Time, one (1) on the Business Day prior to that is the proposed conversion date (in the case of a conversion to a Base Rate LoanBorrowing), and (ii) no later than 1:00 2:00 p.m. Local Time, three Pacific Time two (32) Eurodollar Business Days before the proposed conversion date (in the case of a conversion to, or a continuation of, a LIBOR Rate LoanBorrowing). A Request for Conversion/Continuation shall specify (x) the proposed conversion or continuation date (which shall be a Business Day or a Eurodollar Business Day, as applicable), (y) the amount and type of the Loan Borrowing to be converted or continued, and (z) the nature of the proposed conversion or continuation. (c) Any Request for Conversion/Continuation (or telephonic notice in lieu thereof) shall be irrevocable and Borrower shall be obligated to convert or continue in accordance therewith. (d) No Loan Borrowing (or portion thereof) may be converted into, or continued as, a LIBOR Rate Loan Borrowing with an Interest Period that ends after the Maturity Final Termination Date.

Conversion or Continuation. (a) Subject to the provisions of clause (d) and (e) of this Section 2.7 2.8 and the provisions of Section 2.14, Borrower Borrowers shall have the option to (i) convert all or any portion of the principal amount of outstanding Base Rate Loans equal to $500,000250,000, and integral multiples of $100,000 50,000 in excess of such amount, to a LIBOR Rate Loan, (ii) convert all or any portion of the principal amount of outstanding LIBOR Rate Loans denominated in Dollars equal to $500,000 250,000 and integral multiples of $100,000 50,000 in excess of such amount, to a Base Rate Loan, and (iii) upon the expiration of any Interest Period applicable to any of its outstanding LIBOR Rate LoansLoan, continue all or any portion of the principal amount of such LIBOR Rate Loan equal to $500,000250,000, and integral multiples of $100,000 50,000 in excess of such amount, as a LIBOR Rate Loan denominated in the same CurrencyLoan, and the succeeding Interest Period of such continued Loan shall commence on the expiration date of the Interest Period previously applicable thereto; provided, however, that a LIBOR Rate Loan only may be converted or continued, as the case may be, on the expiration date of the Interest Period applicable thereto; provided further, however, that no outstanding Loan may be continued as, or be converted into, a LIBOR Rate Loan when any Unmatured Event of Default or Event of Default has occurred and is continuing; provided further, however, that if, before the expiration of an Interest Period of a LIBOR Rate Loan, Administrative Borrower fails to timely to deliver the appropriate Request for Conversion/Continuation, such LIBOR Rate Loan, in the case of a LIBOR Rate Loan denominated in Dollars, automatically shall be converted to a Base Rate Loan and, in the case of a LIBOR Rate Loan denominated in an Alternative Currency, automatically shall be continued as a LIBOR Rate Loan having an Interest Period of one monthLoan. (b) Administrative Borrower shall by facsimiletelefacsimile, mail, electronic mail (in a format bearing a copy of the signature(s) required thereon), email or personal service or by telephone (which shall be confirmed by one of the other means of delivery) deliver a Request for Conversion/Continuation to Agent Lender (i) no later than 1:00 p.m., Local Timenoon Pacific time, one (1) Business Day prior to the proposed conversion date (date, in the case of a conversion to a Base Rate Loan), and (ii) no later than 1:00 p.m. Local Timenoon Pacific time, three two (32) Eurodollar Business Days before (prior to the proposed conversion or continuation date, in the case of a conversion to, or a continuation of, a LIBOR Rate Loan). A Request for Conversion/Continuation shall specify (x) the proposed conversion or continuation date (which shall be a Business Day or a Eurodollar Business Day, as applicable), (y) the amount and type of the Loan to be converted or continued, and (z) the nature of the proposed conversion Interest Period applicable to any Loan being converted to or continuationcontinued as a LIBOR Rate Loan. (c) Any Request for Conversion/Continuation (or telephonic notice in lieu thereof) shall be irrevocable and Borrower Borrowers shall be obligated to convert or continue in accordance therewith. (d) No Loan (or portion thereof) may be converted into, or continued as, a LIBOR Rate Loan with an Interest Period that ends after (i) with respect to a Revolving Loan, the Revolving Credit Maturity Date, and (ii) with respect to Term Loans, the Term Loan Maturity Date. (e) Notwithstanding anything to the contrary contained in this Agreement, no Term Loan (or portion thereof) that is subject to an Interest Hedging Instrument may be converted into a Base Rate Loan.

Conversion or Continuation. (a) Subject to the provisions of clause (d) Section 4.4, the Funds Administrator shall have, on behalf of this Section 2.7 and the provisions of Section 2.14Borrowers, Borrower shall have the option to (i) to convert at any time all or any portion part of the outstanding Base Rate Loans equal to $500,000, and integral multiples of $100,000 in excess of such amount, to a LIBOR Rate Loan, (ii) convert all or any portion of the outstanding LIBOR Rate Loans denominated in Dollars equal to $500,000 and integral multiples of $100,000 in excess of that amount (or in such amount, other amount as Lender shall permit as shall be evidenced by the conversion of such Loan by Lender) from a Prime Rate Loan to a Base Rate Loan, and (iii) upon the expiration of any Interest Period applicable to any of its LIBOR Rate Loans, continue Loan for a specified Interest Period; (ii) to convert all or any portion part of such LIBOR Rate Loan its outstanding Loans equal to $500,000, 500,000 and integral multiples of $100,000 in excess of that amount (or in such amount, other amount as a Lender shall permit as shall be evidenced by the conversion of such Loan by Lender) from LIBOR Rate Loans to Prime Rate Loans on the expiration date of any Interest Period applicable thereto; or (iii) upon the expiration of the Interest Period with respect to any LIBOR Rate Loans, to continue all or any portion of such Loans equal to $500,000 and integral multiples of $100,000 in excess of that amount (or in such other amount as Lender shall permit as shall be evidenced by the continuation of such Loan denominated in the same Currencyby Lender) as LIBOR Rate Loans for a specified Interest Period, and the succeeding Interest Period Period(s) of such continued Loan Loans shall commence on the expiration date of the Interest Period previously applicable thereto; provided, however, that a LIBOR Rate Loan only may be converted or continued, as the case may be, on the expiration date of the Interest Period applicable thereto; provided furtherprovided, however, that that, notwithstanding the foregoing, pursuant to Section 4.4(h), no outstanding Loan may be continued as, or be converted into, a LIBOR Rate Loan when any Unmatured Event of Default or Unmatured Event of Default has occurred and is continuing; provided further, however, that if, before the expiration of an . The Funds Administrator shall not select any Interest Period of which (a) ends on a LIBOR Rate Loandate which is later than the Final Maturity Date or the Revolving Loan Termination Date, Borrower fails timely to deliver the appropriate Request for Conversion/Continuation, such LIBOR Rate Loan, in the case of as applicable or (b) would cause a LIBOR Rate Loan denominated in Dollars, automatically shall to be converted prepaid prior to a Base Rate Loan and, in the case end of a LIBOR Rate Loan denominated in an Alternative Currency, automatically shall be continued as a LIBOR Rate Loan having an the relevant Interest Period resulting from a scheduled amortization of one monthany Term Loan. (b) Borrower In the event the Funds Administrator shall by facsimileelect, mailon behalf of any Borrower, electronic mail (in to convert or continue a format bearing a copy of the signature(s) required thereonLoan under Section 4.3(a), personal service or by telephone (the Funds Administrator shall deliver to Lender a written Notice of LIBOR Activity which shall be confirmed by one set forth the details of the other means of delivery) deliver a Request for Conversion/Continuation to Agent (i) no later than 1:00 p.m., Local Time, one (1) Business Day prior to the such proposed conversion date (in or continuation, as the case of a conversion to a Base Rate Loan)may be, and (ii) no later than 1:00 p.m. Local Timeby 10:00 A.M., Chicago time three (3) Eurodollar Business Days before (in the case of a conversion prior to, or a continuation ofbut in any event not more than five (5) Business Days prior to, a LIBOR Rate Loan). A Request for Conversion/Continuation shall specify (x) the proposed conversion/continuation date. Upon conversion or continuation date (which by Lender in accordance with this Agreement pursuant to any Notice of LIBOR Activity, the Funds Administrator shall be a Business Day or a Eurodollar Business Day, as applicable), (y) have effected the amount and type conversion/continuation of the Loan to be converted or continued, and (z) the nature of the proposed conversion or continuationLoans hereunder. (c) Any Request The officers and employees of the Funds Administrator or any Borrower authorized to request a Loan on behalf of the Borrowers are also authorized to request a conversion/continuation on behalf of any Borrower. Lender shall not incur any liability to any Borrower in acting upon any notice referred to above which Lender believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Funds Administrator or any Borrower or for Conversion/Continuation otherwise acting in good faith under this Section 4.3. (or telephonic notice in lieu thereofd) Each Notice of LIBOR Activity shall be irrevocable and each Borrower shall be obligated bound to convert or continue in accordance therewith. (d) No Loan (or portion thereof) may be converted into, or continued as, a LIBOR Rate Loan with an Interest Period that ends after the Maturity Date.

Conversion or Continuation. (a) Subject to the provisions of clause (d) of this Section 2.7 2.8 and the provisions of Section 2.14, Administrative Borrower shall have the option to (i) convert all or any portion of the outstanding Base Rate Loans equal to $500,000250,000, and integral multiples of $100,000 in excess of such amount, to a LIBOR Rate Loan, (ii) convert all or any portion of the outstanding LIBOR Rate Loans denominated in Dollars equal to $500,000 100,000 and integral multiples of $100,000 in excess of such amount, to a Base Rate Loan, Loan and (iii) upon the expiration of any Interest Period applicable to any of its LIBOR Rate Loans, continue all or any portion of such LIBOR Rate Loan equal to $500,000100,000, and integral multiples of $100,000 in excess of such amount, as a LIBOR Rate Loan denominated in the same CurrencyLoan, and the succeeding Interest Period of such continued Loan shall commence on the expiration date of the Interest Period previously applicable thereto; provided, however, that a LIBOR Rate Loan only may be converted or continued, as the case may be, on the expiration date of the Interest Period applicable theretothereto unless the Borrowers pay any Breakage Costs incurred by the Lender; provided further, however, that no outstanding Loan may be continued as, or be converted into, a LIBOR Rate Loan when any Unmatured Event of Default or Event of Default has occurred and is continuing; provided further, however, that if, before the expiration of an Interest Period of a LIBOR Rate Loan, Administrative Borrower fails to timely to deliver the appropriate Request for Conversion/Continuation, such LIBOR Rate Loan, in the case of a LIBOR Rate Loan denominated in Dollars, automatically shall be converted to a Base Rate Loan and, in Loan. A certificate of Agent or a Lender delivered to the case of a LIBOR Rate Loan denominated in an Alternative Currency, automatically Administrative Borrower setting forth any amount or amounts that Agent or such Lender is entitled to receive as Breakage Costs shall be continued as a LIBOR Rate Loan having an Interest Period of one monthconclusive absent manifest error. (b) The Administrative Borrower shall by facsimile, mail, electronic e-mail (in a format bearing a copy of the signature(s) required thereon), personal service ) or by telephone (which shall be confirmed by one of the other means of delivery) deliver a Request for Conversion/Continuation to Agent (i) no later than 1:00 p.m., Local Time, one 10:00 a.m. (1Pacific time) Business Day prior to on the proposed conversion date (in the case of a conversion to a Base Rate Loan), ) and (ii) no later than 1:00 p.m. Local Time, three (3Pacific time) one (1) Eurodollar Business Days Day before (in the case of a conversion to, or a continuation of, a LIBOR Rate Loan). A Request for Conversion/Continuation shall specify (x) the proposed conversion or continuation date (which shall be a Business Day or a Eurodollar Business Day, as applicable), (y) the amount and type of the Loan to be converted or continued, continued and (z) the nature of the proposed conversion or continuation. (c) Any Request for Conversion/Continuation (or telephonic notice in lieu thereof) shall be irrevocable and Borrower the Borrowers shall be obligated to convert or continue in accordance therewith. (d) No Loan (or portion thereof) may be converted into, or continued as, a LIBOR Rate Loan with an Interest Period that ends after the Maturity Date.

Conversion or Continuation. (a) Subject to the provisions of clause (d) of this Section 2.7 and the provisions of Section 2.14, Borrower shall have the option to (i) convert all or any portion of the outstanding Base Rate Loans equal to $500,000, and integral multiples of $100,000 in excess of such amount, to a LIBOR Rate Loan, (ii) convert all or any portion of the outstanding LIBOR Rate Loans denominated in Dollars equal to $500,000 and integral multiples of $100,000 in excess of such amount, to a Base Rate Loan, and (iii) upon the expiration of any Interest Period applicable to any of its LIBOR Rate Loans, continue all or any portion of such LIBOR Rate Loan equal to $500,000, and integral multiples of $100,000 in excess of such amount, as a LIBOR Rate Loan denominated in the same Currency, and the succeeding Interest Period of such continued Loan shall commence on the expiration date of the Interest Period previously applicable thereto; provided, however, that a LIBOR Rate Loan only may be converted or continued, as the case may be, on the expiration date of the Interest Period applicable thereto; provided further, however, that no outstanding Loan may be continued as, or be converted into, a LIBOR Rate Loan when any Unmatured Event of Default or Event of Default has occurred and is continuing; provided further, however, that if, before the expiration of an Interest Period of a LIBOR Rate Loan, Borrower fails timely to deliver the appropriate Request for Conversion/Continuation, such LIBOR Rate Loan, in the case of a LIBOR Rate Loan denominated in Dollars, automatically shall be converted to a Base Rate Loan and, in the case of a LIBOR Rate Loan denominated in an Alternative Currency, automatically shall be continued as a LIBOR Rate Loan having an Interest Period of one month. (b) . Borrower shall by facsimile, mail, electronic mail (in a format bearing a copy of the signature(s) required thereon), personal service or by telephone (which shall be confirmed by one of the other means of delivery) deliver a Request for Conversion/Continuation to Agent (i) no later than 1:00 p.m., Local Time, one (1) Business Day prior to the proposed conversion date (in the case of a conversion to a Base Rate Loan), and (ii) no later than 1:00 p.m. Local Time, three (3) Eurodollar Business Days before (in the case of a conversion to, or a continuation of, a LIBOR Rate Loan). A Request for Conversion/Continuation shall specify (x) the proposed conversion or continuation date (which shall be a Business Day or a Eurodollar Business Day, as applicable), (y) the amount and type of the Loan to be converted or continued, and (z) the nature of the proposed conversion or continuation. (c) . Any Request for Conversion/Continuation (or telephonic notice in lieu thereof) shall be irrevocable and Borrower shall be obligated to convert or continue in accordance therewith. (d) . No Loan (or portion thereof) may be converted into, or continued as, a LIBOR Rate Loan with an Interest Period that ends after the Maturity Date. . The Revolver Commitments, including any commitment to issue any Letter of Credit, shall terminate on the Maturity Date and all Loans, all interest that has accrued and remains unpaid thereon, all contingent reimbursement obligations of Borrower with respect to outstanding Letters of Credit, all unpaid fees, costs, or expenses that are payable hereunder or under any other Loan Document, and all other Obligations immediately shall be due and payable in full, without notice or demand (including either (i) providing cash collateral to be held by Agent in an amount equal to 102% of the Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to Agent), on the Maturity Date.

Conversion or Continuation. (a) Subject to the provisions of clause Section 3.3, (di) the Parent shall have the option to convert all or any part of this Section 2.7 the outstanding Term Loans, and the provisions of Section 2.14, each Borrower shall have the option to (i) convert all or any portion part of the outstanding Base Rate Revolving Loans equal to such Borrower, in either case in a minimum amount of $500,000, 5,000,000 and integral multiples of $100,000 5,000,000 in excess of such that amount, from Base Rate Term Loans or Base Rate Revolving Loans to a LIBOR Rate LoanTerm Loans or LIBOR Revolving Loans, as the case may be, at any time; (ii) the Parent shall have the option to convert all or any portion part of the outstanding LIBOR Rate Loans denominated in Dollars equal to $500,000 and integral multiples of $100,000 in excess of such amount, to a Base Rate LoanTerm Loans, and (iii) upon each Borrower shall have the expiration of any Interest Period applicable option to any of its LIBOR Rate Loans, continue convert all or any portion of such LIBOR Rate Loan equal to $500,000, and integral multiples of $100,000 in excess of such amount, as a LIBOR Rate Loan denominated in the same Currency, and the succeeding Interest Period of such continued Loan shall commence on the expiration date part of the Interest Period previously applicable thereto; providedoutstanding Revolving Loans to such Borrower, however, that a from LIBOR Term Loans or LIBOR Revolving Loans to Base Rate Loan only may be converted Term Loans or continuedBase Rate Revolving Loans, as the case may be, on the expiration date of the Interest Period applicable thereto; provided furtherand (iii) the Parent shall have the option, on the expiration of the Interest Period applicable to any outstanding LIBOR Term Loan, and each Borrower shall have the option, on the expiration of the Interest Period applicable to any outstanding LIBOR Revolving Loan to such Borrower, to continue all of such LIBOR Term Loan or all or any portion of such LIBOR Revolving Loan equal to $5,000,000 and integral multiples of $5,000,000 in excess of that amount, as a LIBOR Term Loan or LIBOR Revolving Loan, as applicable; provided, however, that no outstanding Loan Loans may be converted into or continued as, or be converted into, a LIBOR as LIBO Rate Loan Loans when any Unmatured Event of Default or Event of Default has occurred and is continuing; provided further. Any conversion or continuation made with respect to less than the entire outstanding balance of the Revolving Loans or Term Loans must be applied pro rata to the Revolving Loans or Term Loans, howeveras applicable, according to the outstanding principal balance of each Revolving Loan or Term Loan. (b) Whenever any Borrower elects to convert or continue Loans under this Section 3.2, the Parent, for itself or as agent for either or both of the other Borrowers, shall deliver to the Agent a written notice substantially in the form of that ifattached hereto as Exhibit F (a "Notice of Conversion/ Continuation"), before signed by an authorized officer of the expiration Parent (i) no later than 11:00 a.m. (San Francisco, California time) two (2) Business Days in advance of an Interest Period of a LIBOR Rate Loan, Borrower fails timely to deliver the appropriate Request for Conversion/Continuation, such LIBOR Rate Loanrequested conversion date, in the case of a LIBOR Rate Loan denominated in Dollars, automatically shall be converted to a conversion into Base Rate Loan and, in the case of a LIBOR Rate Loan denominated in an Alternative Currency, automatically shall be continued as a LIBOR Rate Loan having an Interest Period of one month. (b) Borrower shall by facsimile, mail, electronic mail (in a format bearing a copy of the signature(s) required thereon), personal service or by telephone (which shall be confirmed by one of the other means of delivery) deliver a Request for Conversion/Continuation to Agent (i) no later than 1:00 p.m., Local Time, one (1) Business Day prior to the proposed conversion date (in the case of a conversion to a Base Rate Loan)Loans, and (ii) no later than 1:00 p.m. Local Time11:00 a.m (San Francisco, three California time) four (34) Eurodollar Business Days before (in advance of the requested conversion or continuation date, in the case of a conversion tointo, or a continuation of, a LIBOR LIBO Rate Loan)Loans. A Request for The Notice of Conversion/Continuation shall specify (x1) the proposed applicable Borrower, (2) the conversion or continuation date (which shall be a Business Day or a Eurodollar Business Day, as applicable), (y3) the amount and type of the Loan Loans to be converted or continued, and (z4) the nature of the proposed requested conversion or continuation, and (5) in the case of a conversion into, or continuation of, LIBO Rate Loans, the requested Interest Period. Promptly after receipt of a Notice of Conversion/Continuation pursuant to this Section 3.2(b), the Agent shall notify the Lenders by telecopy, telephone or other similar form of transmission, of the requested conversion or continuation. In the event that the Parent should fail to provide a Notice of Conversion/Continuation with respect to any LIBO Rate Loans as provided above, such Loans shall, on the last day of the Interest Period with respect to such Loans, convert to Base Rate Loans. (c) The officers of the Parent authorized to request Revolving Loans for the Parent or on behalf of either or both of the other Borrowers shall also be authorized to request a conversion or continuation for the Parent or on behalf of either or both of the other Borrowers. The Agent shall be entitled to rely on such officers' authority until the Agent is notified to the contrary in writing pursuant to Section 2.2(c). The Agent shall have no duty to verify the identity of any individual representing himself as one of the officers authorized to make such request on behalf of any Borrower. The Agent shall incur no liability to any Borrower in acting upon any notice referred to in this Section 3.2, which notice the Agent believes in good faith to have been given by an officer authorized to make such requests on behalf of such Borrower, or for otherwise acting in good faith under this Section 3.2 and, upon such conversion or continuation by the Agent and the Lenders in accordance with this Agreement, the applicable Borrower shall have effected the conversion or continuation of the applicable Loans hereunder. (d) Any Request for Notice of Conversion/Continuation (for conversion to, or telephonic notice in lieu thereof) continuation of, Loans made pursuant to this Section 3.2 shall be irrevocable and the applicable Borrower shall be obligated bound to convert or continue in accordance therewith. (d) No Loan (or portion thereof) may be converted into, or continued as, a LIBOR Rate Loan with an Interest Period that ends after the Maturity Date.

Conversion or Continuation. (a) Subject to the provisions of clause (d) of this Section 2.7 and the provisions of Section 2.14SECTION 4.4, Borrower Borrowers shall have the option to (i) to convert at any time all or any portion part of the its outstanding Base Rate Loans equal to $500,000, 100,000 and integral multiples of $100,000 in excess of that amount (or in such amount, other amount as Lender shall permit as shall be evidenced by the conversion of such Loan by Lender) from a Prime Rate Loan to a LIBOR Rate Loan, Loan for a specified Interest Period; (ii) to convert all or any portion part of the its outstanding LIBOR Rate Loans denominated in Dollars equal to $500,000 100,000 and integral multiples of $100,000 in excess of that amount (or in such amount, other amount as Lender shall permit as shall be evidenced by the conversion of such Loan by Lender) from LIBOR Rate Loans to a Base Prime Rate Loan, and Loans on the expiration date of any Interest Period applicable thereto; or (iii) upon the expiration of any the Interest Period applicable with respect to any of its LIBOR Rate Loans, to continue all or any portion of such LIBOR Rate Loan Loans equal to $500,000, 100,000 and integral multiples of $100,000 in excess of that amount (or in such amount, other amount as a Lender shall permit as shall be evidenced by the continuation of such Loan by Lender) as LIBOR Rate Loan denominated in the same CurrencyLoans for a specified Interest Period, and the succeeding Interest Period Period(s) of such continued Loan Loans shall commence on the expiration date of the Interest Period previously applicable thereto; provided, however, that a LIBOR Rate Loan only may be converted or continued, as the case may be, on the expiration date of the Interest Period applicable thereto; provided furtherPROVIDED, howeverthat, that notwithstanding the foregoing, no outstanding Loan may be continued as, or be converted into, a LIBOR Rate Loan (i) pursuant to SECTION 4.4(h), when any Unmatured Event of Default or Unmatured Event of Default has occurred and is continuing; provided furthercontinuing and (ii) pursuant to SECTION 4.4(i), however, that if, before after giving effect to any such conversion or continuation, the expiration aggregate outstanding principal amount of an Interest Period of a LIBOR Rate LoanLoans would exceed an amount equal to (x) the Adjusted Borrowing Base MINUS (y) the excess, Borrower fails timely to deliver if any, of the appropriate Request for Conversion/Continuation, aggregate then outstanding principal amount of the Prime Rate Loans and LC Exposure over the Overadvance Amount in effect at such LIBOR Rate Loan, in the case of a LIBOR Rate Loan denominated in Dollars, automatically shall be converted to a Base Rate Loan and, in the case of a LIBOR Rate Loan denominated in an Alternative Currency, automatically shall be continued as a LIBOR Rate Loan having an Interest Period of one monthtime. (b) Borrower In the event Borrowers shall by facsimile, mail, electronic mail (in elect to convert or continue a format bearing a copy of the signature(s) required thereonLoan under SECTION 4.3(a), personal service or by telephone (Borrowers shall deliver to Lender a written Notice of LIBOR Activity which shall be confirmed by one set forth the details of the other means of delivery) deliver a Request for Conversion/Continuation to Agent (i) no later than 1:00 p.m., Local Time, one (1) Business Day prior to the such proposed conversion date (in or continuation, as the case of a conversion to a Base Rate Loan)may be, and (ii) no later than 1:00 p.m. Local Timeby 10:00 A.M., Chicago time three (3) Eurodollar Business Days before (in the case of a conversion prior to, or a continuation ofbut in any event not more than five (5) Business Days prior to, a LIBOR Rate Loan). A Request for Conversion/Continuation shall specify (x) the proposed conversion/continuation date. Upon conversion or continuation date (which by Xxxxxx in accordance with this Agreement pursuant to any Notice of LIBOR Activity, Borrowers shall be a Business Day or a Eurodollar Business Day, as applicable), (y) have effected the amount and type conversion/continuation of the Loan to be converted or continued, and (z) the nature of the proposed conversion or continuationLoans hereunder. (c) Any Request The officers and employees of Borrowers authorized to request a Loan on behalf of Borrowers are also authorized to request a conversion/continuation on behalf of Borrowers. Xxxxxx shall not incur any liability to Borrowers in acting upon any notice referred to above which Xxxxxx believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrowers or for Conversion/Continuation otherwise acting in good faith under this SECTION 4.3. (or telephonic notice in lieu thereofd) Each Notice of LIBOR Activity shall be irrevocable and Borrower Borrowers shall be obligated bound to convert or continue in accordance therewith. (d) No Loan (or portion thereof) may be converted into, or continued as, a LIBOR Rate Loan with an Interest Period that ends after the Maturity Date.

Conversion or Continuation. (ai) Subject to the provisions of clause (d) of this Section 2.7 and the provisions of Section 2.14, The Borrower shall have the option (A) to convert at any time all or any part of outstanding Base Rate Loans to Eurodollar Rate Loans; (iB) to convert all or any portion part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the outstanding same date to Base Rate Loans equal on such expiration date; or (C) to $500,000, and integral multiples of $100,000 in excess of such amount, to a LIBOR Rate Loan, (ii) convert all or any portion of the outstanding LIBOR Rate Loans denominated in Dollars equal to $500,000 and integral multiples of $100,000 in excess of such amount, to a Base Rate Loan, and (iii) upon the expiration of any Interest Period applicable to any of its LIBOR Rate Loans, continue all or any portion part of such LIBOR outstanding Eurodollar Rate Loan equal to $500,000, and integral multiples of $100,000 in excess of such amount, as a LIBOR Rate Loan denominated in Loans having Eurodollar Interest Periods which expire on the same Currencydate as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loan Loans shall commence on the such expiration date of the Interest Period previously applicable theretodate; provided, -------- however, that a LIBOR Rate Loan only may be converted or continued, as the case may be, on the expiration date of the Interest Period applicable thereto; provided further, however, that no such outstanding Loan may be continued as, or be converted into, a LIBOR ------- Eurodollar Rate Loan when (i) if such continuation or conversion would violate any Unmatured Event of Default the provisions of Section 5.2 or (ii) if an Event of Default has occurred and is continuing----------- continuing or an Event of Default would occur as a result of such continuation or conversion; and provided furtherfurther no such outstanding Loan may be continued ---------------- as, howeveror be converted into, that if, before the expiration of an a Eurodollar Rate Loan having a Eurodollar Interest Period of more than thirty (30) days, if a LIBOR Potential Event of Default has occurred and is continuing or a Potential Event of Default would occur as a result of such continuation or conversion. Any conversion into or continuation of Eurodollar Rate Loan, Borrower fails timely to deliver the appropriate Request for Conversion/Continuation, such LIBOR Rate Loan, in the case of a LIBOR Rate Loan denominated in Dollars, automatically Loans under this Section 5.1(c) shall be converted to a Base Rate Loan and, in the case of a LIBOR Rate Loan denominated in an Alternative Currency, automatically shall be continued as a LIBOR Rate Loan having an Interest Period of one month. (b) Borrower shall by facsimile, mail, electronic mail (in a format bearing a copy minimum amount -------------- of the signature(s) required thereon)$2,000,000 and in integral multiples of $1,000,000 in excess of that amount, personal service or by telephone (which shall be confirmed by one of the other means of delivery) deliver a Request for Conversion/Continuation to Agent (i) no later than 1:00 p.m., Local Time, one (1) Business Day prior to the proposed conversion date (except in the case of a conversion to a Base Rate Loan), and or continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), ----------------- the Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 1:00 p.m. Local Time, 11:00 a.m. (Chicago time) at least three (3) Eurodollar Business Days before in advance of the proposed conversion/continuation date. A Notice of Conversion/Continuation shall specify (A) the proposed conversion/continuation date (which shall be a Business Day), (B) the principal amount of the Loan to be converted/continued, (C) whether such Loan shall be converted and/or continued, and (D) in the case of a conversion to, or a continuation of, a LIBOR Eurodollar Rate Loan, the requested Eurodollar Interest Period. In lieu of delivering a Notice of Conversion/Continuation, the Borrower may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii). A Request for , if the Borrower confirms ------------------ such notice by delivery of the Notice of Conversion/Continuation shall specify to the Administrative Agent by facsimile transmission promptly, but in no event later than 12:00 noon (xChicago time) on the proposed conversion same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or continuation date (which shall be a Business Day or a Eurodollar Business Day, as applicabletelephonic ------------------ notice in lieu thereof), (y) the amount and type Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of the Loan to be converted or continuedtransmission, and (z) the nature of the proposed conversion or conversion/continuation. (c) . Any Request for Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable irrevocable, and the Borrower shall ------------------ be obligated bound to convert or continue in accordance therewith. (d. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section ------- 5.1(c)(ii) No Loan (or portion thereof) may be converted intowith respect to outstanding Eurodollar Rate Loans, or continued as, a LIBOR Rate Loan with an upon the --------- expiration of the Eurodollar Interest Period that ends after the Maturity Dateapplicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days.

Conversion or Continuation. (a) Subject to the provisions of clause (d) of this Section 2.7 and the provisions of Section 2.142.13, the Borrower shall have the option to (i) convert all or any portion of the outstanding Base Rate Loans equal to $500,000, and integral multiples of $100,000 in excess of such amount, to a LIBOR Rate Loan, (ii) convert all or any portion of the outstanding LIBOR Rate Loans denominated in Dollars equal to $500,000 and integral multiples of $100,000 in excess of such amount, to a Base Rate Loan, and (iii) upon the expiration of any Interest Period applicable to any of its LIBOR Rate Loans, continue all or any portion of such LIBOR Rate Loan equal to $500,000, and integral multiples of $100,000 in excess of such amount, as a LIBOR Rate Loan denominated in the same CurrencyLoan, and the succeeding Interest Period of such continued Loan shall commence on the expiration date of the Interest Period previously applicable thereto; provided, however, that a LIBOR Rate Loan only may be converted or continued, as the case may be, on the expiration date of the Interest Period applicable thereto; provided further, however, that no outstanding Loan may be continued as, or be converted into, a LIBOR Rate Loan when any Unmatured Event of Default or Event of Default has occurred and is continuing; provided further, however, that if, before the expiration of an Interest Period of a LIBOR Rate Loan, the Borrower fails timely to deliver the appropriate Request for Conversion/Continuation, such LIBOR Rate Loan, in the case of a LIBOR Rate Loan denominated in Dollars, automatically shall be converted to a Base Rate Loan and, in the case of a LIBOR Rate Loan denominated in an Alternative Currency, automatically shall be continued as a LIBOR Rate Loan having with an Interest Period of one (1) month. (b) The Borrower shall by facsimile, mail, electronic mail (in a format bearing a copy of the signature(s) required thereon), personal service or by telephone (which shall be confirmed by one of the other means of delivery) deliver a Request for Conversion/Continuation to the Agent (i) no later than 1:00 2:00 p.m., Local TimeNew York time, one (1) Business Day prior to the proposed conversion date (in the case of a conversion to a Base Rate Loan), and (ii) no later than 1:00 2:00 p.m. Local TimeNew York, three (3) Eurodollar Business Days before (in the case of a conversion to, or a continuation of, a LIBOR Rate Loan). A Request for Conversion/Continuation shall specify (x) the proposed conversion or continuation date (which shall be a Business Day or a Eurodollar Business Day, as applicable), (y) the amount and type of the Loan to be converted or continued, and (z) the nature of the proposed conversion or continuation; provided, no Request for Conversion/Continuation shall be delivered until the first Eurodollar Business Day following the Closing Date. (c) Any Request for Conversion/Continuation (or telephonic notice in lieu thereof) shall be irrevocable and the Borrower shall be obligated to convert or continue in accordance therewith. (d) No Loan (or portion thereof) may be converted into, or continued as, a LIBOR Rate Loan with an Interest Period that ends after the Maturity Date.

Conversion or Continuation. (a) Subject to the provisions of clause this subparagraph (diii) of this Section 2.7 and the provisions limitation on the number of Section 2.14Interest Periods prescribed in subparagraph (ii) above, each Borrower shall have the option to (i1) convert at any time all or any portion part of the outstanding Base Rate Loans equal to Five Hundred Thousand Dollars ($500,000, ) and integral multiples of Fifty Thousand Dollars ($100,000 50,000) in excess of such amountthat amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, to a LIBOR Rate Loan, or (ii) convert all or any portion of the outstanding LIBOR Rate Loans denominated in Dollars equal to $500,000 and integral multiples of $100,000 in excess of such amount, to a Base Rate Loan, and (iii2) upon the expiration of any Interest Period applicable to any of its a LIBOR Rate LoansLoan, to continue all or any portion of such LIBOR Rate Loan equal to Five Hundred Thousand Dollars ($500,000, ) and integral multiples of Fifty Thousand Dollars ($100,000 50,000) in excess of such amount, that amount as a LIBOR Rate Loan denominated in the same Currency, and the succeeding Interest Period Period(s) of such continued Loan shall commence on the expiration date last day of the Interest Period previously applicable theretoof the Loan to be continued; provided, however, PROVIDED that a LIBOR Rate Loan Loans may only may be converted or continued, as the case may be, into Loans bearing interest determined by reference to an alternative basis on the expiration date of the an Interest Period applicable thereto; provided furtherand PROVIDED, howeverFURTHER, that no outstanding Loan may be continued as, or be converted into, a LIBOR Rate Loan when any Unmatured an Event of Default or Event of Default has occurred and is continuing; provided furtherand PROVIDED, howeverFINALLY, that if, before the expiration of an Interest Period of a LIBOR Rate Loan, Borrower fails timely to deliver the appropriate Request for Conversion/Continuation, such LIBOR Rate Loan, in the case of no Loan may be converted into a LIBOR Rate Loan denominated in Dollarsuntil ten (10) days after the Closing Date; I.E., automatically any Loans made on the Closing Date or within ten (10) days thereafter shall be converted to a made as Base Rate Loan and, in the case of a LIBOR Rate Loan denominated in an Alternative Currency, automatically shall be continued as a LIBOR Rate Loan having an Interest Period of one month. (b) Loans. Each Borrower shall by facsimile, mail, electronic mail (in a format bearing a copy of the signature(s) required thereon), personal service or by telephone (which shall be confirmed by one of the other means of delivery) deliver a Request for Conversion/Continuation fully and properly completed Notice of Borrowing to Agent (i) Lender no later than 1:00 p.m., Local Time, one 11:00 a.m. (1Charlotte time) Business Day prior to the proposed conversion date (in the case of a conversion to a Base Rate Loan), and (ii) no later than 1:00 p.m. Local Time, at least three (3) Eurodollar Business Days before (in the case advance of a conversion to, or a any proposed conversion/continuation of, a date in respect of any LIBOR Rate Loan). A Request for Conversion/Continuation shall specify (x) the proposed conversion or continuation date (which shall be a Business Day or a Eurodollar Business Day, as applicable), (y) the amount and type of the Loan to be converted or continued, and (z) the nature of the proposed conversion or continuation. (c) Any Request for Conversion/Continuation (or telephonic notice in lieu thereof) shall be irrevocable and Borrower shall be obligated to convert or continue in accordance therewith. (d) No Loan (or portion thereof) may be converted into, or continued as, a LIBOR Rate Loan with an Interest Period that ends after the Maturity Date.

Conversion or Continuation. (a) Subject to the provisions of clause (d) of this Section 2.7 and the provisions of Section 2.14SECTION 2.07, each Borrower shall have the option to (i) to convert (A) all or any portion part of the its outstanding Base Rate Term Loans equal to or (B) all or any part of its outstanding Revolving Loans, in a minimum amount of $500,000, 5,000,000 and integral multiples of $100,000 1,000,000 in excess of such that amount, from a Term Loan or Revolving Loans that are Base Rate Loans to a LIBOR Rate LoanTerm Loans or LIBOR Revolving Loans, as the case may be; (ii) to convert (A) all or any portion part of its outstanding Term Loan or (B) all or any part of its outstanding Revolving Loans from LIBOR Loans to Base Rate Loans on the expiration of the outstanding LIBOR Rate Loans denominated in Dollars equal to $500,000 and integral multiples of $100,000 in excess of such amount, to a Base Rate Loan, Interest Period applicable thereto; and (iii) upon the expiration of any Interest Period applicable to its outstanding LIBOR Term Loan or any outstanding LIBOR Revolving Loan, to continue (A) all of its such LIBOR Rate Loans, continue Term Loan or (B) all or any portion of such LIBOR Rate Revolving Loan equal to $500,000, 5,000,000 and integral multiples of $100,000 1,000,000 in excess of such amount, that amount as a LIBOR Rate Term Loan denominated in the same Currency, and the succeeding Interest Period of such continued Loan shall commence on the expiration date of the Interest Period previously applicable thereto; provided, however, that a or LIBOR Rate Loan only may be converted or continuedRevolving Loan, as the case may beapplicable; PROVIDED, on the expiration date of the Interest Period applicable thereto; provided further, howeverHOWEVER, that no outstanding Loan Loans may be continued as, or be converted into, a or continued as, LIBOR Rate Loan Loans when any Unmatured Event of Default or Event of Default has occurred and is continuing; provided further, however, that if, before . Any conversion or continuation made with respect to less than the expiration of an Interest Period entire outstanding balance of a LIBOR Rate LoanBorrower's Revolving Loans or Term Loans must be applied pro rata to such Borrower's Revolving Loans or Term Loans, as applicable, according to the outstanding principal balance of such Revolving Loans or Term Loans. (b) Whenever a Borrower fails timely elects to deliver the appropriate Request for Conversion/Continuationconvert or continue Loans under this SECTION 2.06, such LIBOR Rate LoanBorrower shall deliver to the Agent a written notice substantially in the form of that attached hereto as EXHIBIT H-2 (a "NOTICE OF CONVERSION/ CONTINUATION"), signed by an authorized officer of such Borrower (i) no later than 10:00 a.m. (New York time) two (2) Business Days in advance of the requested conversion date, in the case of a LIBOR Rate Loan denominated in Dollars, automatically shall be converted to a conversion into Base Rate Loan and, in the case of a LIBOR Rate Loan denominated in an Alternative Currency, automatically shall be continued as a LIBOR Rate Loan having an Interest Period of one month. (b) Borrower shall by facsimile, mail, electronic mail (in a format bearing a copy of the signature(s) required thereon), personal service or by telephone (which shall be confirmed by one of the other means of delivery) deliver a Request for Conversion/Continuation to Agent (i) no later than 1:00 p.m., Local Time, one (1) Business Day prior to the proposed conversion date (in the case of a conversion to a Base Rate Loan)Loans, and (ii) no later than 1:00 p.m. Local Time, 10:00 a.m (New York time) three (3) Eurodollar Business Days before (in advance of the requested conversion or continuation date, in the case of a conversion tointo, or a continuation of, a LIBOR Rate Loan)Loans. A Request for The Notice of Conversion/Continuation shall specify (x1) the proposed conversion or continuation date (which shall be a Business Day or a Eurodollar Business Day, as applicable), (y2) the amount and type of the Loan Loans to be converted or continued, and (z3) the nature of the proposed requested conversion or continuation, and (4) in the case of a conversion into, or continuation of, LIBOR Loans, the requested Interest Period. Promptly after receipt of a Notice of Conversion/Continuation pursuant to this SECTION 2.06(b), the Agent shall notify the Revolving Lenders, the Term A Lenders or the Term B Lenders, as applicable, by telecopy, telephone or other similar form of transmission, of the requested conversion or continuation. In the event that a Borrower should fail to provide a Notice of Conversion/Continuation with respect to any LIBOR Loans as provided above, such Loans shall, on the last day of the Interest Period with respect to such Loans, convert to Base Rate Loans. (c) Any Request for Notice of Conversion/Continuation (for conversion to, or telephonic notice in lieu thereof) continuation of, Loans made pursuant to this SECTION 2.06 shall be irrevocable and the applicable Borrower shall be obligated bound to convert or continue in accordance therewith. (d) No Loan (or portion thereof) may be converted into, or continued as, a LIBOR Rate Loan with an Interest Period that ends after the Maturity Date.