Common use of Continuation and Conversion Elections Clause in Contracts

Continuation and Conversion Elections. (a) Borrower may upon irrevocable written notice to Administrative Agent and subject to the terms of this Agreement: (i) elect to convert, on any Business Day, all or any portion of outstanding Base Rate Advances (in an aggregate amount not less than $500,000 or a larger integral multiple of $100,000 in excess thereof) into LIBOR Advances. (ii) elect to convert at the end of any Interest Period therefor, all or any portion of outstanding LIBOR Advances comprised in the same Borrowing (in an aggregate amount not less than $100,000 or a larger integral multiple of $100,000 in excess thereof) into Base Rate Advances; or (iii) elect to continue, at the end of any Interest Period therefor, any LIBOR Advances; provided, however, that (i) if the aggregate amount of outstanding LIBOR Advances comprised in the same Borrowing shall have been reduced as a result of any payment, prepayment or conversion of part thereof to an amount less than $500,000, the LIBOR Advances comprised in such Borrowing shall automatically convert into Base Rate Advances at the end of each respective Interest Period, and (ii) Borrower shall have no right to convert or continue any LIBOR Advances if any Event of Default has occurred and is continuing. (b) Borrower shall deliver a notice of conversion or continuation (a "Notice of Conversion/Continuation"), in substantially the form of Exhibit E hereto, to Administrative Agent not later than (i) 10:00 a.m. pacific time three Business Days prior to the proposed date of conversion or continuation, if the Advances or any portion thereof are to be converted into or continued as LIBOR Advances; and (ii) not later than 10:00 a.m. on the proposed date of conversion or continuation, if the Advances or any portion thereof are to be converted into Base Rate Advances. Each such Notice of Conversion/Continuation shall be by telecopy or telephone, promptly confirmed in writing, specifying therein: (i) the proposed date of conversion or continuation; (ii) the aggregate amount of Advances to be converted or continued; (iii) the nature of the proposed conversion or continuation; and (iv) the duration of the applicable Interest Period. (c) If, upon the expiration of any Interest Period applicable to LIBOR Advances, Borrower shall have failed to select a new Interest Period to be applicable to such LIBOR Advances or if a Default or Event of Default shall then have occurred and be continuing, Borrower shall be deemed to have elected to convert such LIBOR Advances into Base Rate Advances effective as of the expiration date of such current Interest Period. (d) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent shall promptly notify each Lender thereof. All conversions and continuations shall be made pro rata among Lenders based on their Specified Percentage of the respective outstanding principal amounts of the Advances with respect to which such notice was given held by each Lender. (e) Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of any Advances, there shall not be outstanding Advances with more than seven different Interest Periods.

Continuation and Conversion Elections. (a) The Borrower may upon irrevocable written notice to Administrative Agent and subject to the terms of this Agreement: (i) elect to convert, on any Business Day, all or any portion of outstanding Base Rate Advances (in an aggregate amount not less than $500,000 1,000,000 or a larger integral multiple of $100,000 500,000 in excess thereof) into LIBOR Advances. (ii) elect to convert at the end of any Interest Period therefor, all or any portion of outstanding LIBOR Advances comprised in the same Borrowing (in an aggregate amount not less than $100,000 500,000 or a larger integral multiple of $100,000 in excess thereof) into Base Rate Advances; or (iii) elect to continue, at the end of any Interest Period therefor, any LIBOR Advances; provided, however, that (i) if the aggregate amount of outstanding LIBOR Advances comprised in the same Borrowing shall have been reduced as a result of any payment, prepayment or conversion of part thereof to an amount less than $500,0001,000,000, the LIBOR Advances comprised in such Borrowing shall automatically convert into Base Rate Advances at the end of each respective Interest Period, and (ii) Borrower shall have no right to convert or continue any LIBOR Advances if any Event of Default has occurred and is continuing. (b) The Borrower shall deliver a notice of conversion or continuation (a "Notice of Conversion/Continuation"), in substantially the form of Exhibit E hereto, to Administrative Agent not later than (i) 10:00 a.m. pacific time 12:00 noon three Business Days prior to the proposed date of conversion or continuation, if the Advances or any portion thereof are to be converted into or continued as LIBOR Advances; and (ii) not later than 10:00 a.m. on the proposed date of conversion or continuation, if the Advances or any portion thereof are to be converted into Base Rate Advances. Each such Notice of Conversion/Continuation shall be by telecopy or telephone, promptly confirmed in writing, specifying therein: (i) the proposed date of conversion or continuation; (ii) the aggregate amount of Advances to be converted or continued; (iii) the nature of the proposed conversion or continuation; and (iv) the duration of the applicable Interest Period. (c) If, upon the expiration of any Interest Period applicable to LIBOR Advances, the Borrower shall have failed to select a new Interest Period to be applicable to such LIBOR Advances or if a Default or an Event of Default shall then have occurred and be continuing, the Borrower shall be deemed to have elected to convert such LIBOR Advances into Base Rate Advances effective as of the expiration date of such current Interest Period. (d) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent shall promptly notify each Lender thereof. All conversions and continuations shall be made pro rata among Lenders based on their Specified Percentage of the respective outstanding principal amounts of the Advances with respect to which such notice was given held by each Lender. (e) Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of any Advances, there shall not be outstanding Advances with more than seven ten different Interest PeriodsPeriods in the aggregate under the Facility.

Continuation and Conversion Elections. (a) Borrower may Borrowers may, upon irrevocable written notice to Administrative Agent and subject to the terms of this Agreement:Lender in accordance with Section 1.6(b): (i) elect to convertelect, on as of any Business Day, all in the case of Revolving Credit Advances based upon RBUSBR, to convert any such Revolving Credit Advance (or any portion of outstanding Base Rate Advances (part thereof in an aggregate amount not less than U.S.$1,000,000 or that is in an integral multiple of U.S.$100,000 in excess thereof) into a Revolving Credit Advance based upon the Term SOFR Rate or, as of any Business Day at the end of any Interest Period applicable thereto, in the case of Revolving Credit Advances based upon the Term SOFR Rate, to convert any such Revolving Credit Advance (or any part thereof) into a Revolving Credit Advance based upon RBUSBR; (ii) elect, as of any Business Day, in the case of Revolving Credit Advances based upon RBP, to convert any such Revolving Credit Advance (any part thereof in any amount not less than $500,000 1,000,000 or a larger that is in an integral multiple of $100,000 in excess thereof) into LIBOR Advances. (ii) elect to convert a Revolving Credit Advance based upon the CDOR Rate or, as of any Business Day at the end of any Interest Period thereforapplicable thereto, all in the case of Revolving Credit Advances based upon the CDOR Rate, to convert any such Revolving Credit Advance (or any portion part thereof) into a Revolving Credit Advance based upon RBP; (iii) elect, as of outstanding LIBOR the last day of the applicable Interest Period, to continue any Revolving Credit Advances comprised in based upon the same Borrowing Term SOFR Rate having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than U.S.$500,000 or that is in an integral multiple of U.S.$100,000 in excess thereof); and (iv) elect, as of the last day of the applicable Interest Period, to continue any Revolving Credit Advances based upon the CDOR Rate having Interest Periods expiring on such day (or any part thereof in an amount not less than $100,000 500,000 or a larger that is in an integral multiple of $100,000 in excess thereof) into Base Rate Advances; or (iii) elect to continue, at the end of any Interest Period therefor, any LIBOR Advances); provided, however, that (i) if at any time the aggregate amount of outstanding LIBOR Revolving Credit Advances comprised in based upon the same Borrowing shall have been reduced Term SOFR Rate or the CDOR Rate, as a result of any applicable, is reduced, by payment, prepayment prepayment, or conversion of part thereof to an amount be less than $500,0001,000,000 in the case of Revolving Credit Advances based upon the CDOR Rate or U.S.$1,000,000 in the case of Revolving Credit Advances based upon the Term SOFR Rate, such Revolving Credit Advances based upon the LIBOR Advances comprised in such Borrowing Term SOFR Rate or the CDOR Rate, as applicable, shall automatically convert (i) in the case of Revolving Credit Advances based upon the Term SOFR Rate into Base Rate Revolving Credit Advances at the end of each respective Interest Period, based upon RBUSBR and (ii) Borrower shall have no right to convert or continue any LIBOR in the case of Revolving Credit Advances if any Event of Default has occurred and is continuingbased upon the CDOR Rate, into Revolving Credit Advances based upon RBP. (b) Borrower Borrowers shall deliver a notice of continuation/conversion or continuation (a "“Notice of Continuation/Conversion/Continuation"), ”) in substantially the form of Exhibit E hereto, A to Administrative Agent be received by Lender not later than 12:00 p.m. (iToronto time) 10:00 a.m. pacific time three at least one (1) Business Days prior to Day in advance of the proposed date of conversion or continuation, Continuation/Conversion Date if the Revolving Credit Advances or any portion thereof are to be converted into or continued as LIBOR Advances; Revolving Credit Advances based upon the CDOR Rate and at least two (ii2) not later than 10:00 a.m. on Business Days in advance of the proposed date of conversion or continuation, Continuation/Conversion Date if the Revolving Credit Advances or any portion thereof are to be converted into Base or continued as Revolving Credit Advances based upon the Term SOFR Rate Advances. Each such Notice of Conversionand otherwise by 12:00 p.m. on the Continuation/Continuation shall be by telecopy or telephone, promptly confirmed in writing, specifying therein: (i) Conversion Date if the proposed date of conversion or continuation; (ii) the aggregate amount of Revolving Credit Advances are to be converted into Revolving Credit Advances based upon RBP or continued; (iii) the nature of the proposed conversion or continuation; and (iv) the duration of the applicable Interest PeriodRBUSBR. (c) If, upon If by no later than two (2) Business Days prior to the expiration of any Interest Period applicable to LIBOR AdvancesRevolving Credit Advances based upon the Term SOFR Rate or by not later than one (1) Business Day prior to the expiration of any Interest Period applicable to Revolving Credit Advances based upon the CDOR Rate, Borrower shall Borrowers have failed to select deliver a new Notice of Continuation/Conversion to Lender in respect of such Interest Period to be applicable to such LIBOR Revolving Credit Advances based upon the Term SOFR Rate or the CDOR Rate or if a any Default or Event of Default shall then have occurred and be continuingexists, Borrower and/or if such Notice of Continuation/Conversion would apply to a Term SOFR Rate Advance after the date that is one month prior to the Commitment Termination Date, Borrowers shall be deemed to have elected to convert such LIBOR Revolving Credit Advances based upon the Term SOFR Rate into Base Revolving Credit Advances based upon RBUSBR or Revolving Credit Advances based upon the CDOR Rate into Revolving Credit Advances based upon RBP, effective as of the expiration date of such current Interest Period. (d) Upon receipt During the existence of a Notice Default or Event of Conversion/ContinuationDefault, Administrative Agent shall promptly notify each Lender thereof. All conversions Borrowers may not elect to have a Revolving Credit Advance converted or continued and continuations Revolving Credit Advances during such period shall be made pro rata among Lenders based on their Specified Percentage of the respective outstanding principal amounts of the Advances with respect to which such notice was given held by each Lenderupon RBP or RBUSBR, as applicable. (e) Notwithstanding any other provision contained in this Agreement, after After giving effect to any conversion or continuation of any Revolving Credit Advances, there shall may not be outstanding Advances with more than seven five (5) different Interest PeriodsPeriods in effect hereunder unless consented to by ▇▇▇▇▇▇.

Continuation and Conversion Elections. (a) The Borrower may upon irrevocable written notice to Administrative Agent and subject to the terms of this Agreement: (i) elect to convert, on any Business Day, all or any portion of outstanding Base Rate Advances (in an aggregate amount not less than $500,000 or a larger an integral multiple of $100,000 in excess thereof) into LIBOR Advances.; or (ii) elect to convert at the end of any Interest Period therefor, all or any portion of outstanding LIBOR Advances comprised in the same Borrowing (in an aggregate amount not less than $100,000 1,000,000 or a larger an integral multiple of $100,000 1,000,000 in excess thereof) into Base Rate Advances; or (iii) elect to continue, at the end of any Interest Period therefor, any LIBOR Advances; provided, however, that (i) if the aggregate amount of outstanding LIBOR -------- ------- Advances comprised in the same Borrowing shall have been reduced as a result of any payment, prepayment or conversion of part thereof to an amount less than $500,0001,000,000, the LIBOR Advances comprised in such Borrowing shall automatically convert into Base Rate Advances at the end of each respective Interest Period, and (ii) Borrower shall have no right to convert or continue any LIBOR Advances if any Event of Default has occurred and is continuing. (b) The Borrower shall deliver a notice of conversion or continuation (a "Notice of Conversion/ContinuationConversion or Continuation Notice"), in substantially the form of Exhibit E --------- hereto, to Administrative Agent not later than 10:00 a.m. (i) 10:00 a.m. pacific time three Business Days prior to the proposed date of conversion or continuation, if the Advances or any portion thereof are to be converted into or continued as LIBOR Advances; and (ii) not later than 10:00 a.m. on the Business Day of the proposed date of conversion or continuationconversion, if the Advances or any portion thereof are to be converted into Base Rate Advances. Each such Conversion or Continuation Notice of Conversion/Continuation shall be by telecopy or telephone, promptly confirmed in writingby letter, specifying therein: (i) the proposed date of conversion or continuationcontinuation and whether such continuation or conversion is a Revolver A Advance, a Revolver B Advance, a Term Loan A Advance or a Term Loan B Advance (or any combination thereof); (ii) the aggregate amount of Advances to be converted or continued; (iii) the nature of the proposed conversion or continuation; and (iv) the duration of the applicable Interest Period. (c) If, upon the expiration of any Interest Period applicable to LIBOR Advances, the Borrower shall have failed to select a new Interest Period to be applicable to such LIBOR Advances or if a Default or an Event of Default shall then have occurred and be continuing, the Borrower shall be deemed to have elected to convert such LIBOR Advances into Base Rate Advances effective as of the expiration date of such current Interest Period. (d) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent shall promptly notify each Lender thereof. All conversions and continuations shall be made pro rata among Lenders based on their Specified Percentage of the respective outstanding principal amounts of the Advances with respect to which such notice was given held by each Lender. (e) Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of any Advances, there shall not be outstanding Advances with more than seven five different Interest Periods.

Continuation and Conversion Elections. (a) The Borrower may upon irrevocable written notice to Administrative Agent and subject to the terms of this Agreement: (i) elect to convert, on any Business Day, all or any portion of outstanding Advances which are Base Rate Advances (in an aggregate amount not less than $500,000 or a larger an integral multiple of $100,000 in excess thereof) into LIBOR Advances.; or (ii) elect to convert at the end of any Interest Period therefor, all or any portion of outstanding Advances which are LIBOR Advances comprised in the same Borrowing (in an aggregate amount not less than $100,000 or a larger an integral multiple of $100,000 50,000 in excess thereof) into Base Rate Advances; or (iii) elect to continue, at the end of any Interest Period therefor, any Advances which are LIBOR Advances; provided, however, that (i) if the aggregate amount of outstanding LIBOR Advances comprised in the same Borrowing shall have been reduced as a result of any payment, prepayment or conversion of part thereof to an amount less than $500,000, the LIBOR Advances comprised in such Borrowing shall automatically convert into Base Rate Advances at the end of each respective Interest Period, and (ii) Borrower shall have no right to convert or continue any LIBOR Advances if any Event of Default has occurred and is continuing. (b) The Borrower shall deliver a notice of conversion or continuation (a "Notice of Conversion/ContinuationConversion or Continuation Notice"), in substantially the form of Exhibit E hereto, to Administrative Agent not later than (i) 10:00 a.m. pacific time three Business Days prior to the proposed date of conversion or continuation, if the Advances (or any portion thereof of either thereof) are to be converted into or continued as LIBOR Advances; and (ii) not later than 10:00 a.m. on 3:00 p.m. one Business Day prior to the proposed date of conversion or continuation, if the Advances (or any portion thereof thereof) are to be converted into Base Rate Advances. Each such Conversion or Continuation Notice of Conversion/Continuation shall be by telecopy or telephone, promptly confirmed in writingby letter, specifying therein: (i) the proposed date of conversion or continuation; (ii) the aggregate amount of Advances to be converted or continued, and whether the Advances are Revolver Advances, Special Purpose Advances or Term Loan Advances; (iii) the nature of the proposed conversion or continuation; and (iv) the duration of the applicable Interest Period. (c) If, upon the expiration of any Interest Period applicable to LIBOR Advances, the Borrower shall have failed to select a new Interest Period to be applicable to such LIBOR Advances or if a Default or an Event of Default shall then have occurred and be continuing, the Borrower shall be deemed to have elected to convert such LIBOR Advances into Base Rate Advances effective as of the expiration date of such current Interest Period. (d) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent shall promptly notify each Lender thereof. All conversions and continuations shall be made pro rata among Lenders based on their Specified Percentage of the respective outstanding principal amounts of the Advances with respect to which such notice was given held by each Lender. (e) Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of any Advances, there shall not be outstanding Advances with more than seven different Interest Periods.

Continuation and Conversion Elections. (a) The Borrower may upon irrevocable written notice to Administrative Agent and subject to the terms of this Agreement: (i) elect to convert, on any Business Day, all or any portion of outstanding Advances which are Base Rate Advances (in an aggregate amount not less than $500,000 or a larger an integral multiple of $100,000 in excess thereof) into LIBOR Advances.; or (ii) elect to convert at the end of any Interest Period therefor, all or any portion of outstanding Advances which are LIBOR Advances comprised in the same Borrowing (in an aggregate amount not less than $100,000 or a larger an integral multiple of $100,000 50,000 in excess thereof) into Base Rate Advances; or (iii) elect to continue, at the end of any Interest Period therefor, any Advances which are LIBOR Advances; provided, however, that (i) if the aggregate amount of outstanding LIBOR Advances -------- ------- comprised in the same Borrowing shall have been reduced as a result of any payment, prepayment or conversion of part thereof to an amount less than $500,000, the LIBOR Advances comprised in such Borrowing shall automatically convert into Base Rate Advances at the end of each respective Interest Period, and (ii) Borrower shall have no right to convert or continue any LIBOR Advances if any Event of Default has occurred and is continuing. (b) The Borrower shall deliver a notice of conversion or continuation (a "Notice of Conversion/ContinuationConversion or Continuation Notice"), in substantially the form of Exhibit E G --------- hereto, to Administrative Agent not later than (i) 10:00 a.m. pacific 12:00 p.m. central standard time three Business Days prior to the proposed date of conversion or continuation, if the Advances (or any portion thereof of either thereof) are to be converted into or continued as LIBOR Advances; and (ii) not later than 10:00 a.m. 12:00 p.m. central standard time on the Business Day of the proposed date of conversion or continuationconversion, if the Advances (or any portion thereof thereof) are to be converted into Base Rate Advances. Each such Conversion or Continuation Notice of Conversion/Continuation shall be by telecopy or telephone, promptly confirmed in writingby letter, specifying therein: (i) the proposed date of conversion or continuation; (ii) the aggregate amount of Advances to be converted or continued, and whether the Advances are Revolver A Advances, Revolver B Advances or Working Line Advances; (iii) the nature of the proposed conversion or continuation; and (iv) the duration of the applicable Interest Period. (c) If, upon the expiration of any Interest Period applicable to LIBOR Advances, the Borrower shall have failed to select a new Interest Period to be applicable to such LIBOR Advances or if a Default or an Event of Default shall then have occurred and be continuing, the Borrower shall be deemed to have elected to convert such LIBOR Advances into Base Rate Advances effective as of the expiration date of such current Interest Period. (d) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent shall promptly notify each Lender thereof. All conversions and continuations shall be made pro rata among Lenders based on their Specified Percentage of the respective outstanding principal amounts of the Advances with respect to which such notice was given held by each Lender. (e) Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of any Advances, there shall not be outstanding Advances with more than seven different Interest Periods.

Continuation and Conversion Elections. (a) Borrower Company may upon irrevocable written notice to Administrative Agent and subject to the terms of this Agreement: (i) elect to convert, on any Business Day, all or any portion of outstanding Base Rate Advances (in an aggregate amount not less than $500,000 5,000,000 or a larger integral multiple of $100,000 1,000,000 in excess thereof) into LIBOR Advances.; (ii) elect to convert at the end of any Interest Period therefor, all or any portion of outstanding LIBOR Advances comprised in of the same Borrowing (in an aggregate amount not less than $100,000 1,000,000 or a larger integral multiple of $100,000 500,000 in excess thereof) into Base Rate Advances; or (iii) elect to continue, at the end of any Interest Period therefor, any LIBOR Advances; providedPROVIDED, howeverHOWEVER, that (i) if the aggregate amount of outstanding LIBOR Advances comprised in the same Borrowing shall have been reduced as a result of any payment, prepayment or conversion of part thereof to an amount less than $500,0001,000,000, the LIBOR Advances comprised in such Borrowing shall automatically convert into Base Rate Advances at the end of each respective Interest Period, and (ii) Borrower shall have no right to convert or continue any LIBOR Advances if any Event of Default has occurred and is continuing. (b) Borrower Company shall deliver a notice of conversion or continuation (a "Notice of ConversionNOTICE OF CONVERSION/ContinuationCONTINUATION"), in substantially the form of Exhibit E EXHIBIT D hereto, to Administrative Agent not later than (i) 10:00 a.m. pacific time 12:00 noon three Business Days prior to the proposed date of conversion or continuation, if the Advances or any portion thereof are to be converted into or continued as LIBOR Advances; and (ii) not later than 10:00 a.m. on the proposed date of conversion or continuation, if the Advances or any portion thereof are to be converted into Base Rate Advances. Each such Notice of Conversion/Continuation shall be by telecopy or telephone, promptly confirmed in writing, specifying therein: (i) the proposed date of conversion or continuation; (ii) the aggregate amount of Advances to be converted or continued; (iii) the nature of the proposed conversion or continuation; and (iv) the duration of the applicable Interest Period. (c) If, upon the expiration of any Interest Period applicable to LIBOR Advances, Borrower Company shall have failed to select a new Interest Period to be applicable to such LIBOR Advances or if a Default or an Event of Default shall then have occurred and be continuing, Borrower Company shall be deemed to have elected to convert such LIBOR Advances into Base Rate Advances effective as of the expiration date of such current Interest Period. (d) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent shall promptly notify each Lender thereof. All conversions and continuations shall be made pro rata among Lenders based on their Specified Percentage of the respective outstanding principal amounts of the Advances with respect to which such notice was given held by each Lender. (e) Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of any Advances, there shall not be outstanding Advances with more than seven ten different Interest Periods.

Continuation and Conversion Elections. (a) Borrower The Company may upon irrevocable written notice to Administrative Agent and subject to the terms of this Agreement: (i) elect to convert, on any Business Day, all or any portion of outstanding Base Rate Advances (in an aggregate amount not less than $500,000 1,000,000 or a larger integral multiple of $100,000 500,000 in excess thereof) into LIBOR Advances. (ii) elect to convert at the end of any Interest Period therefor, all or any portion of outstanding LIBOR Advances comprised in the same Borrowing (in an aggregate amount not less than $100,000 500,000 or a larger integral multiple of $100,000 in excess thereof) into Base Rate Advances; or (iii) elect to continue, at the end of any Interest Period therefor, any LIBOR Advances; provided, however, that (i) if the aggregate amount of outstanding LIBOR Advances comprised in the same Borrowing shall have been reduced as a result of any payment, prepayment or conversion of part thereof to an amount less than $500,0001,000,000, the LIBOR Advances comprised in such Borrowing shall automatically convert into Base Rate Advances at the end of each respective Interest Period, and (ii) Borrower shall have no right to convert or continue any LIBOR Advances if any Event of Default has occurred and is continuing. (b) Borrower The Company shall deliver a notice of conversion or continuation (a "Notice of Conversion/Continuation"), in substantially the form of Exhibit E hereto, to Administrative Agent not later than (i) 10:00 a.m. pacific time 12:00 noon three Business Days prior to the proposed date of conversion or continuation, if the Advances or any portion thereof are to be converted into or continued as LIBOR Advances; and (ii) not later than 10:00 a.m. on the proposed date of conversion or continuation, if the Advances or any portion thereof are to be converted into Base Rate Advances. Each such Notice of Conversion/Continuation shall be by telecopy or telephone, promptly confirmed in writing, specifying therein: (i) the proposed date of conversion or continuation; (ii) the aggregate amount of Advances to be converted or continued; (iii) the nature of the proposed conversion or continuation; and (iv) the duration of the applicable Interest Period. (c) If, upon the expiration of any Interest Period applicable to LIBOR Advances, Borrower the Company shall have failed to select a new Interest Period to be applicable to such LIBOR Advances or if a Default or an Event of Default shall then have occurred and be continuing, Borrower the Company shall be deemed to have elected to convert such LIBOR Advances into Base Rate Advances effective as of the expiration date of such current Interest Period. (d) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent shall promptly notify each Lender thereof. All conversions and continuations shall be made pro rata among Lenders based on their Specified Percentage of the respective outstanding principal amounts of the Advances with respect to which such notice was given held by each Lender. (e) Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of any Advances, there shall not be outstanding Advances with more than seven five different Interest Periods.

Continuation and Conversion Elections. (a) Either Borrower may upon irrevocable written notice to Administrative Agent and subject to the terms of this Agreement: (i) elect to convert, on any Business Day, all or any portion of outstanding Advances which are Base Rate Advances (in an aggregate amount not less than $500,000 or a larger an integral multiple of $100,000 in excess thereof) into LIBOR Advances.; or (ii) elect to convert at the end of any Interest Period therefor, all or any portion of outstanding Advances which are LIBOR Advances comprised in the same Borrowing (in an aggregate amount not less than $100,000 or a larger an integral multiple of $100,000 50,000 in excess thereof) into Base Rate Advances; or (iii) elect to continue, at the end of any Interest Period therefor, any Advances which are LIBOR Advances; provided, however, that (i) if the aggregate amount of outstanding LIBOR Advances -------- ------- comprised in the same Borrowing shall have been reduced as a result of any payment, prepayment or conversion of part thereof to an amount less than $500,000, the LIBOR Advances comprised in such Borrowing shall automatically convert into Base Rate Advances at the end of each respective Interest Period, and (ii) Borrower shall have no right to convert or continue any LIBOR Advances if any Event of Default has occurred and is continuing. (b) The applicable Borrower shall deliver a notice of conversion or continuation (a "Notice of Conversion/ContinuationConversion or Continuation Notice"), in substantially the form of Exhibit E D hereto, to Administrative Agent not later than (i) 10:00 a.m. pacific time 12:00 noon three --------- Business Days prior to the proposed date of conversion or continuation, if the Advances (or any portion thereof of either thereof) are to be converted into or continued as LIBOR Advances; and (ii) not later than 10:00 a.m. 12:00 noon on the Business Day of the proposed date of conversion or continuationconversion, if the Advances (or any portion thereof thereof) are to be converted into Base Rate Advances. Each such Conversion or Continuation Notice of Conversion/Continuation shall be by telecopy or telephone, promptly confirmed in writingby letter, specifying therein: (i) the proposed date of conversion or continuation; (ii) the aggregate amount of Advances to be converted or continued; (iii) the nature of the proposed conversion or continuation; and (iv) the duration of the applicable Interest Period. (c) If, upon the expiration of any Interest Period applicable to LIBOR Advances, (i) the applicable Borrower shall have failed to select a new Interest Period to be applicable to such LIBOR Advances Advances, the Interest Period shall be shall be three months, or (ii) if a Default or an Event of Default shall then have occurred and be continuing, the Borrower shall be deemed to have elected to convert such LIBOR Advances into Base Rate Advances effective as of the expiration date of such current Interest Period. (d) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent shall promptly notify each Lender thereof. All conversions and continuations shall be made pro rata among Lenders based on their Specified Percentage of the respective outstanding principal amounts of the Advances with respect to which such notice was given held by each Lender. (e) Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of any Advances, there shall not be outstanding Advances with more than seven different Interest Periods.

Continuation and Conversion Elections. (a) Borrower Lender may upon irrevocable written notice to Administrative Agent Borrower and subject to the terms of this Agreement: (i) elect require the Borrower to convert, on any Business Day, all or any portion of outstanding Base Rate Advances (in an aggregate amount not less than $500,000 250,000 or a larger integral multiple of $100,000 in excess thereof) into LIBOR Advances.; (ii) elect require the Borrower to convert at the end of any Interest Period therefor, all or any portion of outstanding LIBOR Advances comprised in of the same Borrowing (in an aggregate amount not less than $100,000 or a larger integral multiple of $100,000 50,000 in excess thereof) into Base Rate Advances; or (iii) elect require the Borrower to continue, at the end of any Interest Period therefor, any LIBOR Advances; provided, however, that (i) if the aggregate amount of outstanding LIBOR Advances comprised in the same Borrowing shall have been reduced as a result of any payment, prepayment or conversion of part thereof to an amount less than $500,000250,000, the LIBOR 16 Advances comprised in such Borrowing shall automatically convert into Base Rate Advances at the end of each respective Interest Period, and (ii) Borrower shall have no right to convert or continue any LIBOR Advances if any Event of Default has occurred and is continuing. (b) Borrower Lender shall deliver a notice of conversion or continuation (a "Notice of Conversion/Continuation"), in substantially to the form of Exhibit E hereto, to Administrative Agent Borrower not later than (i) 10:00 a.m. pacific time 12:00 noon three Business Days prior to the proposed date of conversion or continuationconversion, if the Advances or any portion thereof are to be converted into or continued as LIBOR Advances; and (ii) not later than 10:00 a.m. on the proposed date of conversion or continuationconversion, if the Advances or any portion thereof are to be converted into Base Rate Advances. Each such Notice of Conversion/Continuation shall be by telecopy or telephone, promptly confirmed in writing, specifying therein: (i) the proposed date of conversion or continuationconversion; (ii) the aggregate amount of Advances to be converted or continuedconverted; (iii) the nature of the proposed conversion or continuationconversion; and (iv) the duration of the applicable Interest Period. (c) If, upon the expiration of any Interest Period applicable to LIBOR Advances, Borrower shall have failed to select a new Interest Period to be applicable to such LIBOR Advances or if a Default or Event of Default shall then have occurred and be continuing, Borrower shall be deemed to have elected to convert such LIBOR Advances into Base Rate Advances effective as of the expiration date of such current Interest Period. (d) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent shall promptly notify each Lender thereof. All conversions and continuations shall be made pro rata among Lenders based on their Specified Percentage of the respective outstanding principal amounts of the Advances with respect to which such notice was given held by each Lender. (e) Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of any Advances, there shall not be outstanding Advances with more than seven different Interest Periods.

Continuation and Conversion Elections. Pursuant to a Continuation/Conversion Notice delivered to the Administrative Agent on or before 11:00 a.m., Chicago time, the Borrower may elect, from time to time on not less than three Business Days' notice (or not less than one Business Day's notice in the case of conversions to Floating Rate Loans): (a) Borrower may upon irrevocable written notice to Administrative Agent and that all, or any portion in a principal amount of $5,000,000 or a higher integral multiple of $500,000, of any Advance be converted from Floating Rate Loans into Eurodollar Rate Loans (or, subject to SECTION 3.03, from Eurodollar Rate Loans into Floating Rate Loans); and (b) on the terms expiration of this Agreementthe Interest Period applicable to any Eurodollar Rate Loans comprising all or part of any Advance, that all, or any portion in a principal amount of $5,000,000 or a higher integral multiple of $500,000, of the outstanding principal amount of such Advance be continued as Eurodollar Rate Loans or all or any portion in a minimum principal amount of $3,000,000 be converted into Floating Rate Loans; PROVIDED that: (i) elect to convert, on any Business Day, all or any no portion of the outstanding Base Rate Advances (in an aggregate principal amount not less than $500,000 or a larger integral multiple of $100,000 in excess thereof) into LIBOR Advances. (ii) elect to convert at the end of any Interest Period thereforAdvance may be continued as, all or converted into, Eurodollar Rate Loans after any portion of outstanding LIBOR Advances comprised in the same Borrowing (in an aggregate amount not less than $100,000 or a larger integral multiple of $100,000 in excess thereof) into Base Rate Advances; or (iii) elect to continue, at the end of any Interest Period therefor, any LIBOR Advances; provided, however, that (i) if the aggregate amount of outstanding LIBOR Advances comprised in the same Borrowing shall have been reduced as a result of any payment, prepayment or conversion of part thereof to an amount less than $500,000, the LIBOR Advances comprised in such Borrowing shall automatically convert into Base Rate Advances at the end of each respective Interest Period, and (ii) Borrower shall have no right to convert or continue any LIBOR Advances if any Event notice of Default is due or has occurred been given pursuant to SECTION 6.01.06(A)(I) and the relevant Default is continuing. (b) Borrower shall deliver a notice of conversion or continuation (a "Notice of Conversion/Continuation"), in substantially the form of Exhibit E hereto, to Administrative Agent not later than (i) 10:00 a.m. pacific time three Business Days prior to the proposed date of conversion or continuation, if the Advances or any portion thereof are to be converted into or continued as LIBOR Advances; and (ii) not later than 10:00 a.m. on the proposed date of conversion or continuation, if the Advances or any portion thereof are to be converted into Base Rate Advances. Each such Notice of Conversion/Continuation shall be by telecopy or telephone, promptly confirmed in writing, specifying therein: (i) the proposed date of conversion or continuation; (ii) no portion of the aggregate outstanding principal amount of Advances any Advance may be made or continued as, or converted into, Floating Rate Loans or Eurodollar Rate Loans unless, after giving effect to such action, the principal amount of Loans of each type outstanding from each Bank then being so made, continued or converted shall be converted equal to such Bank's Percentage of the outstanding principal amount of the Advance then being so made, continued or continuedconverted; (iii) the nature no portion of the proposed conversion outstanding principal amount of any Advance may be made or continuation; andcontinued as, or converted into, Eurodollar Rate Loans or Floating Rate Loans if, after giving effect to such action, the 44 aggregate principal amount of any Eurodollar Rate Advance would be less than $5,000,000; (iv) the duration of the applicable Borrower shall not be permitted to select Interest Period.Periods to be in effect at any one time which have expiration dates falling on more than 10 different dates; and (cv) Ifabsent the timely selection of a new Interest Period for a then outstanding Eurodollar Rate Advance, such Eurodollar Rate Advance shall, immediately upon the expiration of such Interest Period, automatically and without further action be converted into a Floating Rate Advance. The Borrower shall, in each Continuation/Conversion Notice electing that all, or any portion, of the principal amount of Advances of any type be continued as, or be converted into, Eurodollar Rate Advances, select the duration of the Interest Period applicable to LIBOR Advances, Borrower shall have failed to select a new Interest Period to be applicable to commencing upon such LIBOR Advances continuation or if a Default or Event of Default shall then have occurred and be continuing, Borrower shall be deemed to have elected to convert such LIBOR Advances into Base Rate Advances effective as of the expiration date of such current Interest Periodconversion. (d) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent shall promptly notify each Lender thereof. All conversions and continuations shall be made pro rata among Lenders based on their Specified Percentage of the respective outstanding principal amounts of the Advances with respect to which such notice was given held by each Lender. (e) Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of any Advances, there shall not be outstanding Advances with more than seven different Interest Periods.

Continuation and Conversion Elections. (a) Borrower Company may upon irrevocable written notice to Administrative Agent and subject to the terms of this Agreement: (i) elect to convert, on any Business Day, all or any portion of outstanding Base Rate Advances (in an aggregate amount not less than $500,000 5,000,000 or a larger integral multiple of $100,000 1,000,000 in excess thereof) into LIBOR Advances. (ii) elect to convert at the end of any Interest Period therefor, all or any portion of outstanding LIBOR Advances comprised in of the same Borrowing (in an aggregate amount not less than $100,000 1,000,000 or a larger integral multiple of $100,000 500,000 in excess thereof) into Base Rate Advances; or (iii) elect to continue, at the end of any Interest Period therefor, any LIBOR Advances; provided, however, that (i) if the aggregate amount of outstanding LIBOR Advances comprised in the same Borrowing shall have been reduced as a result of any payment, prepayment or conversion of part thereof to an amount less than $500,0001,000,000, the LIBOR Advances comprised in such Borrowing shall automatically convert into Base Rate Advances at the end of each respective Interest Period, and (ii) Borrower shall have no right to convert or continue any LIBOR Advances if any Event of Default has occurred and is continuing. (b) Borrower Company shall deliver a notice of conversion or continuation (a "Notice of Conversion/Continuation"), in substantially the form of Exhibit E hereto, to Administrative Agent not later than (i) 10:00 a.m. pacific time 12:00 noon three Business Days prior to the proposed date of conversion or continuation, if the Advances or any portion thereof are to be converted into or continued as LIBOR Advances; and (ii) not later than 10:00 a.m. on the proposed date of conversion or continuation, if the Advances or any portion thereof are to be converted into Base Rate Advances. Each such Notice of Conversion/Continuation shall be by telecopy or telephone, promptly confirmed in writing, specifying therein: (i) the proposed date of conversion or continuation; (ii) the aggregate amount of Advances to be converted or continued;; -38- (iii) the nature of the proposed conversion or continuation; and (iv) the duration of the applicable Interest Period. (c) If, upon the expiration of any Interest Period applicable to LIBOR Advances, Borrower Company shall have failed to select a new Interest Period to be applicable to such LIBOR Advances or if a Default or an Event of Default shall then have occurred and be continuing, Borrower Company shall be deemed to have elected to convert such LIBOR Advances into Base Rate Advances effective as of the expiration date of such current Interest Period. (d) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent shall promptly notify each Lender thereof. All conversions and continuations shall be made pro rata among Lenders based on their Specified Percentage of the respective outstanding principal amounts of the Advances with respect to which such notice was given held by each Lender. (e) Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of any Advances, there shall not be outstanding Advances with more than seven ten different Interest Periods.

Continuation and Conversion Elections. (a) Borrower Company may upon irrevocable written notice to Administrative Agent and subject to the terms of this Agreement: (i) elect to convert, on any Business Day, all or any portion of outstanding Base Rate Advances (in an aggregate amount not less than $500,000 5,000,000 or a larger integral multiple of $100,000 1,000,000 in excess thereof) into LIBOR Advances.; (ii) elect to convert at the end of any Interest Period therefor, all or any portion of outstanding LIBOR Advances comprised in of the same Borrowing (in an aggregate amount not less than $100,000 1,000,000 or a larger integral multiple of $100,000 500,000 in excess thereof) into Base Rate Advances; or (iii) elect to continue, at the end of any Interest Period therefor, any LIBOR Advances; providedPROVIDED, howeverHOWEVER, that (i) if the aggregate amount of outstanding LIBOR Advances comprised in the same Borrowing shall have been reduced as a result of any payment, prepayment or conversion of part thereof to an amount less than $500,0001,000,000, the LIBOR Advances comprised in such Borrowing shall automatically convert into Base Rate Advances at the end of each respective Interest Period, and (ii) Borrower shall have no right to convert or continue any LIBOR Advances if any Event of Default has occurred and is continuing. (b) Borrower Company shall deliver a notice of conversion or continuation (a "Notice of ConversionNOTICE OF CONVERSION/ContinuationCONTINUATION"), in substantially the form of Exhibit E EXHIBIT D hereto, to Administrative Agent not later than (i) 10:00 a.m. pacific time 12:00 noon three Business Days prior to the proposed date of conversion or continuation, if the Advances or any portion thereof are to be converted into or continued as LIBOR Advances; and (ii) not later than 10:00 a.m. on the proposed date of conversion or continuation, if the Advances or any portion thereof are to be converted into Base Rate Advances. Each such Notice of Conversion/Continuation shall be by telecopy or telephone, promptly confirmed in writing, specifying therein: (i) the proposed date of conversion or continuation; (ii) the aggregate amount of Advances to be converted or continued; (iii) the nature of the proposed conversion or continuation; and (iv) the duration of the applicable Interest Period. (c) If, upon the expiration of any Interest Period applicable to LIBOR Advances, Borrower Company shall have failed to select a new Interest Period to be applicable to such LIBOR Advances or if a Default or an Event of Default shall then have occurred and be continuing, Borrower Company shall be deemed to have elected to convert such LIBOR Advances into Base Rate Advances effective as of the expiration date of such current Interest Period. (d) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent shall promptly notify each Lender thereof. All conversions and continuations shall be made pro rata among Lenders based on their Specified Percentage of the respective outstanding principal amounts of the Advances with respect to which such notice was given held by each Lendergiven. (e) Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of any Advances, there shall not be outstanding Advances with more than seven ten different Interest Periods.

Continuation and Conversion Elections. (a) Borrower Company may upon irrevocable written notice to Administrative Agent and subject to the terms of this Agreement: (i) elect to convert, on any Business Day, all or any portion of outstanding Base Rate Advances (in an aggregate amount not less than $500,000 5,000,000 or a larger integral multiple of $100,000 1,000,000 in excess thereof) into LIBOR Advances. (ii) elect to convert at the end of any Interest Period therefor, all or any portion of outstanding LIBOR Advances comprised in of the same Borrowing (in an aggregate amount not less than $100,000 1,000,000 or a larger integral multiple of $100,000 500,000 in excess thereof) into Base Rate Advances; or (iii) elect to continue, at the end of any Interest Period therefor, any LIBOR Advances; provided, however, that (i) if the aggregate amount of outstanding LIBOR Advances comprised in the same Borrowing shall have been reduced as a result of any payment, prepayment or conversion of part thereof to an amount less than $500,0001,000,000, the LIBOR Advances comprised in such Borrowing shall automatically convert into Base Rate Advances at the end of each respective Interest Period, and (ii) Borrower shall have no right to convert or continue any LIBOR Advances if any Event of Default has occurred and is continuing. (b) Borrower Company shall deliver a notice of conversion or continuation (a "Notice of Conversion/Continuation"), in substantially the form of Exhibit E D hereto, to Administrative Agent not later than (i) 10:00 a.m. pacific time 12:00 noon three Business Days prior to the proposed date of conversion or continuation, if the Advances or any portion thereof are to be converted into or continued as LIBOR Advances; and (ii) not later than 10:00 a.m. on the proposed date of conversion or continuation, if the Advances or any portion thereof are to be converted into Base Rate Advances. -32- Each such Notice of Conversion/Continuation shall be by telecopy or telephone, promptly confirmed in writing, specifying therein: (i) the proposed date of conversion or continuation; (ii) the aggregate amount of Advances to be converted or continued; (iii) the nature of the proposed conversion or continuation; and (iv) the duration of the applicable Interest Period. (c) If, upon the expiration of any Interest Period applicable to LIBOR Advances, Borrower Company shall have failed to select a new Interest Period to be applicable to such LIBOR Advances or if a Default or an Event of Default shall then have occurred and be continuing, Borrower Company shall be deemed to have elected to convert such LIBOR Advances into Base Rate Advances effective as of the expiration date of such current Interest Period. (d) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent shall promptly notify each Lender thereof. All conversions and continuations shall be made pro rata among Lenders based on their Specified Percentage of the respective outstanding principal amounts of the Advances with respect to which such notice was given held by each Lender. (e) Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of any Advances, there shall not be outstanding Advances with more than seven ten different Interest Periods.

Continuation and Conversion Elections. (a) Borrower may upon irrevocable written notice to Administrative Agent and subject to the terms of this Agreement: (i) elect to convert, on any Business Day, all or any portion of outstanding Base Rate Advances (in an aggregate amount not less than $500,000 or a larger integral multiple of $100,000 in excess thereof) into LIBOR Advances. (ii) elect to convert at the end of any Interest Period therefor, all or any portion of outstanding LIBOR Advances comprised in the same Borrowing (in an aggregate amount not less than $100,000 or a larger integral multiple of $100,000 in excess thereof) into Base Rate Advances; or (iii) elect to continue, at the end of any Interest Period therefor, any LIBOR Advances; provided, however, that (i) if the aggregate amount of outstanding LIBOR Advances comprised in the same Borrowing shall have been reduced as a result of any payment, prepayment or conversion of part thereof to an amount less than $500,000, the LIBOR Advances comprised in such Borrowing shall automatically convert into Base Rate Advances at the end of each respective Interest Period, and (ii) Borrower shall have no right to convert or continue any LIBOR Advances if any Event of Default has occurred and is continuing. (b) Borrower shall deliver a notice of conversion or continuation (a "Notice of Conversion/Continuation"), in substantially the form of Exhibit E hereto, to Administrative Agent not later than (i) 10:00 a.m. pacific time 1:00 p.m. (New York, New York time) three Business Days prior to the proposed date of conversion or continuation, if the Advances or any portion thereof are to be converted into or continued as LIBOR Advances; and (ii) not later than 10:00 a.m. 1:00 p.m. (New York, New York time) on the proposed date of conversion or continuation, if the Advances or any portion thereof are to be converted into Base Rate Advances. Each such Notice of Conversion/Continuation shall be by telecopy or telephone, promptly confirmed in writing, specifying therein: (i) the proposed date of conversion or continuation; (ii) the aggregate amount of Advances to be converted or continued; (iii) the nature of the proposed conversion or continuation; and (iv) the duration of the applicable Interest Period. (c) If, upon the expiration of any Interest Period applicable to LIBOR Advances, Borrower shall have failed to select a new Interest Period to be applicable to such LIBOR Advances or if a Default or Event of Default shall then have occurred and be continuing, Borrower shall be deemed to have elected to convert such LIBOR Advances into Base Rate Advances effective as of the expiration date of such current Interest Period. (d) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent shall promptly notify each Lender thereof. All conversions and continuations shall be made pro rata among Lenders based on their Specified Percentage of the respective outstanding principal amounts of the Advances with respect to which such notice was given held by each Lender. (e) Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of any Advances, there shall not be outstanding Advances with more than seven six different Interest Periods.

Continuation and Conversion Elections. (a) Borrower Company may upon irrevocable written notice to Administrative Agent and subject to the terms of this Agreement: (i) elect to convert, on any Business Day, all or any portion of outstanding Base Rate Advances (in an aggregate amount not less than $500,000 5,000,000 or a larger integral multiple of $100,000 1,000,000 in excess thereof) into LIBOR Advances. (ii) elect to convert at the end of any Interest Period therefor, all or any portion of outstanding LIBOR Advances comprised in of the same Borrowing (in an aggregate amount not less than $100,000 1,000,000 or a larger integral multiple of $100,000 500,000 in excess thereof) into Base Rate Advances; or (iii) elect to continue, at the end of any Interest Period therefor, any LIBOR Advances; providedPROVIDED, howeverHOWEVER, that (i) if the aggregate amount of outstanding LIBOR Advances comprised in the same Borrowing shall have been reduced as a result of any payment, prepayment or conversion of part thereof to an amount less than $500,0001,000,000, the LIBOR Advances comprised in such Borrowing shall automatically convert into Base Rate Advances at the end of each respective Interest Period, and (ii) Borrower shall have no right to convert or continue any LIBOR Advances if any Event of Default has occurred and is continuing. (b) Borrower Company shall deliver a notice of conversion or continuation (a "Notice of ConversionNOTICE OF CONVERSION/ContinuationCONTINUATION"), in substantially the form of Exhibit E EXHIBIT D hereto, to Administrative Agent not later than (i) 10:00 a.m. pacific time 12:00 noon three Business Days prior to the proposed date of conversion or continuation, if the Advances or any portion thereof are to be converted into or continued as LIBOR Advances; and (ii) not later than 10:00 a.m. on the proposed date of conversion or continuation, if the Advances or any portion thereof are to be converted into Base Rate Advances. Each such Notice of Conversion/Continuation shall be by telecopy or telephone, promptly confirmed in writing, specifying therein: (i) the proposed date of conversion or continuation; (ii) the aggregate amount of Advances to be converted or continued; (iii) the nature of the proposed conversion or continuation; and (iv) the duration of the applicable Interest Period. (c) If, upon the expiration of any Interest Period applicable to LIBOR Advances, Borrower Company shall have failed to select a new Interest Period to be applicable to such LIBOR Advances or if a Default or an Event of Default shall then have occurred and be continuing, Borrower Company shall be deemed to have elected to convert such LIBOR Advances into Base Rate Advances effective as of the expiration date of such current Interest Period. (d) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent shall promptly notify each Lender thereof. All conversions and continuations shall be made pro rata among Lenders based on their Specified Percentage of the respective outstanding principal amounts of the Advances with respect to which such notice was given held by each Lendergiven. (e) Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of any Advances, there shall not be outstanding Advances under the Revolving Loan with more than seven ten different Interest Periods.

Continuation and Conversion Elections. (a) The Borrower may upon irrevocable written notice to Administrative Agent and subject to the terms of this Agreement: (i) elect to convert, on any Business Day, all or any portion of outstanding Base Rate Advances (in an aggregate amount not less than $500,000 1,000,000 or a larger integral multiple of $100,000 500,000 in excess thereof) into LIBOR Advances. (ii) elect to convert at the end of any Interest Period therefor, all or any portion of outstanding LIBOR Advances comprised in the same Borrowing (in an aggregate amount not less than $100,000 500,000 or a larger integral multiple of $100,000 in excess thereof) into Base Rate Advances; or (iii) elect to continue, at the end of any Interest Period therefor, any LIBOR Advances; provided, however, that (i) if the aggregate amount of outstanding LIBOR Advances comprised in the same Borrowing shall have been reduced as a result of any payment, prepayment or conversion of part thereof to an amount less than $500,0001,000,000, the LIBOR Advances comprised in such Borrowing shall automatically convert into Base Rate Advances at the end of each respective Interest Period, and (ii) Borrower shall have no right to convert or continue any LIBOR Advances if any Event of Default has occurred and is continuing. (b) The Borrower shall deliver a notice of conversion or continuation (a "Notice of Conversion/Continuation"), in substantially the form of Exhibit E hereto, to Administrative Agent not later than (i) 10:00 a.m. pacific time 12:00 noon three Business Days prior to the proposed date of conversion or continuation, if the Advances or any portion thereof are to be converted into or continued as 0100.0269\91958 38 LIBOR Advances; and (ii) not later than 10:00 a.m. on the proposed date of conversion or continuation, if the Advances or any portion thereof are to be converted into Base Rate Advances. Each such Notice of Conversion/Continuation shall be by telecopy or telephone, promptly confirmed in writing, specifying therein: (i) the proposed date of conversion or continuation; (ii) the aggregate amount of Advances to be converted or continued; (iii) the nature of the proposed conversion or continuation; and (iv) the duration of the applicable Interest Period. (c) If, upon the expiration of any Interest Period applicable to LIBOR Advances, the Borrower shall have failed to select a new Interest Period to be applicable to such LIBOR Advances or if a Default or an Event of Default shall then have occurred and be continuing, the Borrower shall be deemed to have elected to convert such LIBOR Advances into Base Rate Advances effective as of the expiration date of such current Interest Period. (d) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent shall promptly notify each Lender thereof. All conversions and continuations shall be made pro rata among Lenders based on their Specified Percentage of the respective outstanding principal amounts of the Advances with respect to which such notice was given held by each Lender. (e) Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of any Advances, there shall not be outstanding Advances with more than seven eight different Interest PeriodsPeriods in the aggregate under the Facility and under the Revolver/Term Credit Agreement.

Continuation and Conversion Elections. (a) The Borrower may upon irrevocable written notice to Administrative Agent Lender and subject to the terms of this Agreement: (i) elect to convert, on any Business Day, all or any portion of outstanding Revolving Advances which are Base Rate Advances (in an aggregate amount not less than $500,000 or a larger an integral multiple of $100,000 in excess thereof) into LIBOR Advances.; or (ii) elect to convert at the end of any Interest Period therefor, all or any portion of outstanding Revolving Advances which are LIBOR Advances comprised in the same Borrowing (in an aggregate amount not less than $100,000 or a larger an integral multiple of $100,000 50,000 in excess thereof) into Base Rate Advances; or (iii) elect to continue, at the end of any Interest Period therefor, any Revolving Advances which are LIBOR Advances; provided, however, that (i) if the aggregate amount of outstanding LIBOR Advances comprised in the same Borrowing shall have been reduced as a result of any payment, prepayment or conversion of part thereof to an amount less than $500,000, the LIBOR Advances comprised in such Borrowing shall automatically convert into Base Rate Advances at the end of each respective Interest Period, and (ii) Borrower shall have no right to convert or continue any LIBOR Advances if any Event of Default has occurred and is continuing. (b) The Borrower shall deliver a notice of conversion or continuation (a "Notice of Conversion/ContinuationConversion or Continuation Notice"), in substantially the form of Exhibit E hereto, to Administrative Agent Lender not later than 10:00 a.m. (i) 10:00 a.m. pacific time three Business Days prior to the proposed date of conversion or continuation, if the Revolving Advances or any portion thereof are to be converted into or continued as LIBOR Advances; and (ii) not later than 10:00 a.m. on the Business Day of the proposed date of conversion or continuationconversion, if the Revolving Advances or any portion thereof are to be converted into Base Rate Advances. Each such Conversion or Continuation Notice of Conversion/Continuation shall be by telecopy or telephone, promptly confirmed in writingby letter, specifying therein: (i) the proposed date of conversion or continuation; (ii) the aggregate amount of Revolving Advances to be converted or continued; (iii) the nature of the proposed conversion or continuation; and (iv) the duration of the applicable Interest Period. (c) If, upon the expiration of any Interest Period applicable to LIBOR Advances, the Borrower shall have failed to select a new Interest Period to be applicable to such LIBOR Advances or if a Default or an Event of Default shall then have occurred and be continuing, the Borrower shall be deemed to have elected to convert such LIBOR Advances into Base Rate Advances effective as of the expiration date of such current Interest Period. (d) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent shall promptly notify each Lender thereof. All conversions and continuations shall be made pro rata among Lenders based on their Specified Percentage of the respective outstanding principal amounts of the Advances with respect to which such notice was given held by each Lender. (e) Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of any Advances, there shall not be outstanding Advances with more than seven five different Interest Periods.

Continuation and Conversion Elections. (a) The Borrower may upon irrevocable written notice to Administrative Agent and subject to the terms of this Agreement: (i) elect to convert, on any Business Day, all or any portion of outstanding Advances which are Base Rate Advances (in an aggregate amount not less than $500,000 or a larger an integral multiple of $100,000 in excess thereof) into LIBOR Advances.; or (ii) elect to convert at the end of any Interest Period therefor, all or any portion of outstanding Advances which are LIBOR Advances comprised in the same Borrowing (in an aggregate amount not less than $100,000 or a larger an integral multiple of $100,000 50,000 in excess thereof) into Base Rate Advances; or (iii) elect to continue, at the end of any Interest Period therefor, any Advances which are LIBOR Advances; provided, however, that (i) if the aggregate amount of outstanding LIBOR Advances -------- ------- comprised in the same Borrowing shall have been reduced as a result of any payment, prepayment or conversion of part thereof to an amount less than $500,000, the LIBOR Advances comprised in such Borrowing shall automatically convert into Base Rate Advances at the end of each respective Interest Period, and (ii) Borrower shall have no right to convert or continue any LIBOR Advances if any Event of Default has occurred and is continuing. (b) The Borrower shall deliver a notice of conversion or continuation (a "Notice of Conversion/ContinuationConversion or Continuation Notice"), in substantially the form of Exhibit E D --------- hereto, to Administrative Agent not later than (i) 10:00 a.m. pacific 12:00 p.m. central standard time three Business Days prior to the proposed date of conversion or continuation, if the Advances (or any portion thereof of either thereof) are to be converted into or continued as LIBOR Advances; and (ii) not later than 10:00 a.m. 12:00 p.m. central standard time on the Business Day of the proposed date of conversion or continuationconversion, if the Advances (or any portion thereof thereof) are to be converted into Base Rate Advances. Each such Conversion or Continuation Notice of Conversion/Continuation shall be by telecopy or telephone, promptly confirmed in writingby letter, specifying therein: (i) the proposed date of conversion or continuation; (ii) the aggregate amount of Advances to be converted or continued; (iii) the nature of the proposed conversion or continuation; and (iv) the duration of the applicable Interest Period. (c) If, upon the expiration of any Interest Period applicable to LIBOR Advances, the Borrower shall have failed to select a new Interest Period to be applicable to such LIBOR Advances or if a Default or an Event of Default shall then have occurred and be continuing, the Borrower shall be deemed to have elected to convert such LIBOR Advances into Base Rate Advances effective as of the expiration date of such current Interest Period. (d) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent shall promptly notify each Lender thereof. All conversions and continuations shall be made pro rata among Lenders based on their Specified Percentage of the respective outstanding principal amounts of the Advances with respect to which such notice was given held by each Lender. (e) Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of any Advances, there shall not be outstanding Advances with more than seven different Interest Periods.

Continuation and Conversion Elections. (a) The Borrower may upon irrevocable written notice to Administrative Agent and subject to the terms of this Agreement: (i) elect to convert, on any Business Day, all or any portion of outstanding Base Rate Advances (in an aggregate amount not less than $500,000 or a larger an integral multiple of $100,000 50,000 in excess thereof) into LIBOR Advances.; or (ii) elect to convert at the end of any Interest Period therefor, all or any portion of outstanding LIBOR Advances comprised in the same Borrowing (in an aggregate amount not less than $100,000 5,000,000 or a larger an integral multiple of $100,000 in excess thereof) into Base Rate Advances; or (iii) elect to continue, at the end of any Interest Period therefor, any LIBOR Advances; provided, however, that (i) if the aggregate amount of outstanding LIBOR -------- ------- Advances comprised in the same Borrowing shall have been reduced as a result of any payment, prepayment or conversion of part thereof to an amount less than $500,0005,000,000, the LIBOR Advances comprised in such Borrowing shall automatically convert into Base Rate Advances at the end of each respective Interest Period, and (ii) Borrower shall have no right to convert or continue any LIBOR Advances if any Event of Default has occurred and is continuing. (b) The Borrower shall deliver a notice of conversion or continuation (a "Notice of Conversion/ContinuationConversion or Continuation Notice"), in substantially the form of Exhibit E --------- hereto, to Administrative Agent not later than 10:00 a.m. (i) 10:00 a.m. pacific time three Business Days prior to the proposed date of conversion or continuation, if the Advances or any portion thereof are to be converted into or continued as LIBOR Advances; and (ii) not later than 10:00 a.m. on the Business Day of the proposed date of conversion or continuationconversion, if the Advances or any portion thereof are to be converted into Base Rate Advances. Each such Conversion or Continuation Notice of Conversion/Continuation shall be by telecopy or telephone, promptly confirmed in writingby letter, specifying therein: (i) the proposed date of conversion or continuationcontinuation and whether such continuation or conversion is a Revolver Advance, a Term Loan A Advance or a Term Loan B Advance (or any combination thereof); (ii) the aggregate amount of Advances to be converted or continued; (iii) the nature of the proposed conversion or continuation; and (iv) the duration of the applicable Interest Period. (c) If, upon the expiration of any Interest Period applicable to LIBOR Advances, the Borrower shall have failed to select a new Interest Period to be applicable to such LIBOR Advances or if a Default or an Event of Default shall then have occurred and be continuing, the Borrower shall be deemed to have elected to convert such LIBOR Advances into Base Rate Advances effective as of the expiration date of such current Interest Period. (d) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent shall promptly notify each Lender thereof. All conversions and continuations shall be made pro rata among Lenders based on their Specified Percentage of the respective outstanding principal amounts of the Advances with respect to which such notice was given held by each Lender. (e) Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of any Advances, there shall not be outstanding Advances with more than seven ten different Interest Periods. The Borrower shall indemnify each Lender against any Consequential Loss incurred by each Lender as a result of (i) any failure to fulfill, on or before the date specified for a conversion or continuation of an Advance, the conditions to the Advance set forth herein or (ii) the Borrower's requesting that a conversion or continuation of an Advance not be made on the date specified in the Conversion or Continuation Notice.

Continuation and Conversion Elections. (a) Borrower Lender may upon irrevocable written notice to Administrative Agent Borrower and subject to the terms of this Agreement: (i) elect require the Borrower to convert, on any Business Day, all or any portion of outstanding Base Rate Advances (in an aggregate amount not less than $500,000 1,000,000 or a larger integral multiple of $100,000 1,000,000 in excess thereof) into LIBOR Advances. (ii) elect require the Borrower to convert at the end of any Interest Period therefor, all or any portion of outstanding LIBOR Advances comprised in of the same Borrowing (in an aggregate amount not less than $100,000 1,000,000 or a larger integral multiple of $100,000 500,000 in excess thereof) into Base Rate Advances; or (iii) elect require the Borrower to continue, at the end of any Interest Period therefor, any LIBOR Advances; provided, however, that (i) if the aggregate amount of outstanding LIBOR Advances comprised in the same Borrowing shall have been reduced as a result of any payment, prepayment or conversion of part thereof to an amount less than $500,0001,000,000, the LIBOR 16 Advances comprised in such Borrowing shall automatically convert into Base Rate Advances at the end of each respective Interest Period, and (ii) Borrower shall have no right to convert or continue any LIBOR Advances if any Event of Default has occurred and is continuing. (b) Borrower Lender shall deliver a notice of conversion or continuation (a "Notice of Conversion/Continuation"), in substantially to the form of Exhibit E hereto, to Administrative Agent Borrower not later than (i) 10:00 a.m. pacific time 12:00 noon three Business Days prior to the proposed date of conversion or continuationconversion, if the Advances or any portion thereof are to be converted into or continued as LIBOR Advances; and (ii) not later than 10:00 a.m. on the proposed date of conversion or continuationconversion, if the Advances or any portion thereof are to be converted into Base Rate Advances. Each such Notice of Conversion/Continuation shall be by telecopy or telephone, promptly confirmed in writing, specifying therein: (i) the proposed date of conversion or continuationconversion; (ii) the aggregate amount of Advances to be converted or continuedconverted; (iii) the nature of the proposed conversion or continuationconversion; and (iv) the duration of the applicable Interest Period. (c) If, upon the expiration of any Interest Period applicable to LIBOR Advances, Borrower shall have failed to select a new Interest Period to be applicable to such LIBOR Advances or if a Default or Event of Default shall then have occurred and be continuing, Borrower shall be deemed to have elected to convert such LIBOR Advances into Base Rate Advances effective as of the expiration date of such current Interest Period. (d) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent shall promptly notify each Lender thereof. All conversions and continuations shall be made pro rata among Lenders based on their Specified Percentage of the respective outstanding principal amounts of the Advances with respect to which such notice was given held by each Lender. (e) Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of any Advances, there shall not be outstanding Advances with more than seven different Interest Periods.

Continuation and Conversion Elections. (a) The Borrower may upon irrevocable written notice to Administrative Agent Lender and subject to the terms of this Agreement: (i) elect to convert, on any Business Day, all or any portion of outstanding Revolving Advances or Term Advances which are Base Rate Advances (in an aggregate amount not less than $500,000 or a larger an integral multiple of $100,000 in excess thereof) into LIBOR Advances.; or (ii) elect to convert at the end of any Interest Period therefor, all or any portion of outstanding Revolving Advances or Term Advances which are LIBOR Advances comprised in the same Borrowing (in an aggregate amount not less than $100,000 or a larger an integral multiple of $100,000 50,000 in excess thereof) into Base Rate Advances; or (iii) elect to continue, at the end of any Interest Period therefor, any Revolving Advances or Term Advances which are LIBOR Advances; provided, however, that (i) if the aggregate amount of outstanding LIBOR -------- ------- Advances comprised in the same Borrowing shall have been reduced as a result of any payment, prepayment or conversion of part thereof to an amount less than $500,000, the LIBOR Advances comprised in such Borrowing shall automatically convert into Base Rate Advances at the end of each respective Interest Period, and (ii) Borrower shall have no right to convert or continue any LIBOR Advances if any Event of Default has occurred and is continuing. (b) The Borrower shall deliver a notice of conversion or continuation (a "Notice of Conversion/ContinuationConversion or Continuation Notice"), in substantially the form of Exhibit E --------- hereto, to Administrative Agent Lender not later than (i) 10:00 a.m. pacific time three Business Days prior to the proposed date of conversion or continuation, if the Revolving Advances or Term Advances (or any portion thereof of either thereof) are to be converted into or continued as LIBOR Advances; and (ii) not later than 10:00 a.m. on the Business Day of the proposed date of conversion or continuationconversion, if the Revolving Advances or Term Advances (or any portion thereof thereof) are to be converted into Base Rate Advances. Each such Conversion or Continuation Notice of Conversion/Continuation shall be by telecopy or telephone, promptly confirmed in writingby letter, specifying therein: (i) the proposed date of conversion or continuation; (ii) the aggregate amount of Revolving Advances or Term Advances to be converted or continued; (iii) the nature of the proposed conversion or continuation; and (iv) the duration of the applicable Interest Period. (c) If, upon the expiration of any Interest Period applicable to LIBOR Advances, the Borrower shall have failed to select a new Interest Period to be applicable to such LIBOR Advances or if a Default or an Event of Default shall then have occurred and be continuing, the Borrower shall be deemed to have elected to convert such LIBOR Advances into Base Rate Advances effective as of the expiration date of such current Interest Period. (d) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent shall promptly notify each Lender thereof. All conversions and continuations shall be made pro rata among Lenders based on their Specified Percentage of the respective outstanding principal amounts of the Advances with respect to which such notice was given held by each Lender. (e) Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of any Advances, there shall not be outstanding Advances with more than seven different Interest Periods.

Continuation and Conversion Elections. (a) The Borrower may upon irrevocable written notice to Administrative Agent Lender and subject to the terms of this Agreement: (i) elect to convert, on any Business Day, all or any portion of outstanding Revolving Advances which are Base Rate Advances (in an aggregate amount not less than $500,000 or a larger an integral multiple of $100,000 in excess thereof) into LIBOR Advances.; or (ii) elect to convert at the end of any Interest Period therefor, all or any portion of outstanding Revolving Advances which are LIBOR Advances comprised in the same Borrowing (in an aggregate amount not less than $100,000 or a larger an integral multiple of $100,000 50,000 in excess thereof) into Base Rate Advances; or (iii) elect to continue, at the end of any Interest Period therefor, any Revolving Advances which are LIBOR Advances; provided, however, that (i) if the aggregate amount of outstanding LIBOR Advances comprised in the same Borrowing shall have been reduced as a result of any payment, prepayment or conversion of part thereof to an amount less than $500,000, the LIBOR Advances comprised in such Borrowing shall automatically convert into Base Rate Advances at the end of each respective Interest Period, and (ii) Borrower shall have no right to convert or continue any LIBOR Advances if any Event of Default has occurred and is continuing. (b) The Borrower shall deliver a notice of conversion or continuation (a "Notice of Conversion/ContinuationConversion or Continuation Notice"), in substantially the form of Exhibit E hereto, to Administrative Agent Lender not later than (i) 10:00 a.m. pacific time three Business Days prior to the proposed date of conversion or continuation, if the Revolving Advances (or any portion thereof of either thereof) are to be converted into or continued as LIBOR Advances; and (ii) not later than 10:00 a.m. on the Business Day of the proposed date of conversion or continuationconversion, if the Revolving Advances (or any portion thereof thereof) are to be converted into Base Rate Advances. Each such Conversion or Continuation Notice of Conversion/Continuation shall be by telecopy or telephone, promptly confirmed in writingby letter, specifying therein: (i) the proposed date of conversion or continuation; (ii) the aggregate amount of Revolving Advances to be converted or continued; (iii) the nature of the proposed conversion or continuation; and (iv) the duration of the applicable Interest Period. (c) If, upon the expiration of any Interest Period applicable to LIBOR Advances, the Borrower shall have failed to select a new Interest Period to be applicable to such LIBOR Advances or if a Default or an Event of Default shall then have occurred and be continuing, the Borrower shall be deemed to have elected to convert such LIBOR Advances into Base Rate Advances effective as of the expiration date of such current Interest Period. (d) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent shall promptly notify each Lender thereof. All conversions and continuations shall be made pro rata among Lenders based on their Specified Percentage of the respective outstanding principal amounts of the Advances with respect to which such notice was given held by each Lender. (e) Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of any Advances, there shall not be outstanding Advances with more than seven different Interest Periods.

Continuation and Conversion Elections. (a) The Borrower may upon irrevocable written notice to Administrative Agent and subject to the terms of this Agreement: (i) elect to convert, on any Business Day, all or any portion of outstanding Base Rate Advances (in an aggregate amount not less than $500,000 1,000,000 or a larger integral multiple of $100,000 500,000 in excess thereof) into LIBOR Advances. (ii) elect to convert at the end of any Interest Period therefor, all or any portion of outstanding LIBOR Advances comprised in the same Borrowing (in an aggregate amount not less than $100,000 500,000 or a larger integral multiple of $100,000 in excess thereof) into Base Rate Advances; or or (iii) elect to continue, at the end of any Interest Period therefor, any LIBOR Advances; providedPROVIDED, howeverHOWEVER, that (i) if the aggregate amount of outstanding LIBOR Advances comprised in the same Borrowing shall have been reduced as a result of any payment, prepayment or conversion of part thereof to an amount less than $500,0001,000,000, the LIBOR Advances comprised in such Borrowing shall automatically convert into Base Rate Advances at the end of each respective Interest Period, and (ii) Borrower shall have no right to convert or continue any LIBOR Advances if any Event of Default has occurred and is continuing. (b) The Borrower shall deliver a notice of conversion or continuation (a "Notice of ConversionNOTICE OF CONVERSION/ContinuationCONTINUATION"), in substantially the form of Exhibit EXHIBIT E hereto, to Administrative Agent not later than (i) 10:00 a.m. pacific time 12:00 noon three Business Days prior to the proposed date of conversion or continuation, if the Advances or any portion thereof are to be converted into or continued as LIBOR Advances; and (ii) not later than 10:00 a.m. on the proposed date of conversion or continuation, if the Advances or any portion thereof are to be converted into Base Rate Advances. Each such Notice of Conversion/Continuation shall be by telecopy or telephone, promptly confirmed in writing, specifying therein: (i) the proposed date of conversion or continuation; ; (ii) the aggregate amount of Advances to be converted or continued; , and whether such Advances are under the Revolving Loan or the Revolver/Term Loan; (iii) the nature of the proposed conversion or continuation; and and (iv) the duration of the applicable Interest Period. (c) If, upon the expiration of any Interest Period applicable to LIBOR Advances, the Borrower shall have failed to select a new Interest Period to be applicable to such LIBOR Advances or if a Default or an Event of Default shall then have occurred and be continuing, the Borrower shall be deemed to have elected to convert such LIBOR Advances into Base Rate Advances effective as of the expiration date of such current Interest Period. (d) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent shall promptly notify each Lender thereof. All conversions and continuations shall be made pro rata among Lenders based on their Specified Percentage of the respective outstanding principal amounts of the Advances with respect to which such notice was given held by each Lender. (e) Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of any Advances, there shall not be outstanding Advances with more than seven eight different Interest Periods.

Continuation and Conversion Elections. (a) Borrower may upon irrevocable written notice to Administrative Agent and subject to the terms of this AgreementFMC or FRC may: (i) elect to convertelect, on as of any Business Day, all in the case of Base Rate Revolving Loans to convert any such Base Rate Revolving Loans (or any portion of outstanding Base Rate Advances (part thereof in an aggregate amount not less than $500,000 1,000,000, or a larger that is in an integral multiple of $100,000 500,000 in excess thereof) into LIBOR Advances.Rate Loans; or (ii) elect elect, as of any Business Day, in the case of Base Rate Lender Term Loans to convert at the end of any Interest Period therefor, all such Base Rate Lender Term Loans (or any portion of outstanding LIBOR Advances comprised in the same Borrowing (part thereof in an aggregate amount not less than $100,000 1,000,000, or a larger that is in an integral multiple of $100,000 500,000 in excess thereof) into Base LIBOR Rate AdvancesLoans; or (iii) elect elect, as of the last day of the applicable Interest Period, to continue, at the end of any Interest Period therefor, continue any LIBOR AdvancesRate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $500,000 in excess thereof); provided, however, that (i) if at any time the aggregate amount of outstanding LIBOR Advances comprised Rate Loans in the same Borrowing shall have been reduced as a result respect of any Borrowing is reduced, by payment, prepayment prepayment, or conversion of part thereof to an amount be less than $500,0001,000,000, the such LIBOR Advances comprised in such Borrowing Rate Loans shall automatically convert into Base Rate Advances at Loans; provided further that if the end notice shall fail to specify the duration of each respective the Interest Period, and (ii) Borrower such Interest Period shall have no right to convert or continue any LIBOR Advances if any Event of Default has occurred and is continuingbe one month. (b) Borrower FMC or FRC shall deliver a notice of continuation/conversion or continuation (a "“Notice of Continuation/Conversion/Continuation"), in substantially ”) to the form of Exhibit E hereto, to Administrative Agent not later than (i) 10:00 a.m. pacific time (Los Angeles time) at least three (3) Business Days prior to in advance of the proposed date of conversion or continuationContinuation/Conversion Date, if the Advances or any portion thereof Loans are to be converted into or continued as LIBOR Advances; Rate Loans and (ii) not later than 10:00 a.m. on the proposed date of conversion or continuation, if the Advances or any portion thereof are to be converted into Base Rate Advances. Each such Notice of Conversion/Continuation shall be by telecopy or telephone, promptly confirmed in writing, specifying thereinspecifying: (i) the proposed date of conversion or continuationContinuation/Conversion Date; (ii) the aggregate amount of Advances Loans to be converted or continuedrenewed; (iii) the nature type of Loans resulting from the proposed conversion or continuation; and (iv) the duration of the applicable requested Interest Period, provided, however, the Borrowers may not select an Interest Period that ends after the Stated Termination Date. (c) If, If upon the expiration of any Interest Period applicable to LIBOR AdvancesRate Loans, Borrower shall have FMC or FRC, as the case may be, has failed to select timely a new Interest Period to be applicable to such LIBOR Advances Rate Loans or if a any Default or Event of Default shall then have occurred and be continuingexists, Borrower the applicable Borrower(s) shall be deemed to have elected to convert such LIBOR Advances Rate Loans into Base Rate Advances Loans effective as of the expiration date of such current Interest Period. (d) Upon The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion/Continuation, Administrative Agent shall promptly notify each Lender thereof. All conversions and continuations shall be made pro rata among Lenders based on their Specified Percentage of ratably according to the respective outstanding principal amounts of the Advances Loans with respect to which such the notice was given held by each Lender. (e) Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of any Advances, there shall There may not be outstanding Advances with more than seven (7) different Interest PeriodsLIBOR Rate Loans in effect hereunder at any time.

Continuation and Conversion Elections. (a) Borrower may upon irrevocable written notice to Administrative Agent Lender and subject to the terms of this Agreement: (i) elect to convert, on any Business Day, all or any portion of outstanding Base Rate Prime Advances (in an aggregate amount not less than $500,000 50,000 or a larger an integral multiple of $100,000 50,000 in excess thereof) into LIBOR Advances.; or (ii) elect to convert convert, at the end of any Interest Period therefor, all or any portion of outstanding LIBOR Advances comprised in the same Borrowing (in an aggregate amount not less than $100,000 50,000 or a larger an integral multiple of $100,000 10,000 in excess thereof) ), into Base Rate Prime Advances; or (iii) elect to continue, at the end of any Interest Period therefor, any LIBOR Advances; provided, however, that (i) if the aggregate amount of outstanding LIBOR Advances comprised in the same Borrowing shall have been reduced as a result of any payment, prepayment or conversion of part thereof to an amount less than $500,00050,000, the LIBOR Advances comprised in such Borrowing shall automatically convert into Base Rate Prime Advances at the end of each respective Interest Period; provided, and (ii) Borrower further, that if the aggregate amount of outstanding LIBOR Advances outstanding under Facility B shall have no right been reduced as a result of any payment, prepayment or conversion of part thereof to convert or continue any LIBOR Advances if any Event an amount less than $50,000, all outstanding principal of Default has occurred the Facility B Advance shall be due and is continuingpayable at the end of each respective Interest Period and the Facility B Commitment shall terminate on the end of the last Interest Period. (b) Borrower shall deliver a notice of conversion or continuation (a "Notice of Conversion/ContinuationConversion or Continuation Notice"), in substantially the form of Exhibit E heretoJ, to Administrative Agent Lender not later than (i) 10:00 a.m. pacific time 12:00 noon three Business Days prior to the proposed date of conversion or continuation, if the Advances or any portion thereof are to be converted into or continued as LIBOR Advances; and (ii) not later than 10:00 a.m. on the Business Day of the proposed date of conversion or continuationconversion, if the Advances or any portion thereof are to be converted into Base Rate Prime Advances. Each such Conversion or Continuation Notice of Conversion/Continuation shall be by telecopy or telephonetelex, promptly confirmed in writingby letter, specifying therein: (i) the Note to which the proposed conversion or continuation relates; (ii) the proposed date of conversion or continuation; (iiiii) the aggregate amount of Advances to be converted or continued; (iiiiv) the nature of the proposed conversion or continuation; and (ivv) the duration of the applicable Interest Period. (c) If, upon the expiration of any Interest Period applicable to LIBOR Advances, Borrower shall have failed to select a new Interest Period to be applicable to such LIBOR Advances or if a Default or an Event of Default shall then have occurred and be continuing, Borrower shall be deemed to have elected to convert such LIBOR Advances into Base Rate Prime Advances effective as of the expiration date of such current Interest Period. (d) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent shall promptly notify each Lender thereof. All conversions and continuations shall be made pro rata among Lenders based on their Specified Percentage of the respective outstanding principal amounts of the Advances with respect to which such notice was given held by each Lender. (e) Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of any Advances, there shall not be outstanding Advances with more than seven five different Interest Periods.

Continuation and Conversion Elections. (a) Borrower Company may upon irrevocable written notice to Administrative Agent Lender and subject to the terms of this Agreement: (i) elect to convert, on any Business Day, all or any portion of outstanding Base Rate Advances (in an aggregate amount not less than $500,000 5,000,000 or a larger integral multiple of $100,000 1,000,000 in excess thereof) into LIBOR Advances. (ii) elect to convert at the end of any Interest Period therefor, all or any portion of outstanding LIBOR Advances comprised in of the same Borrowing (in an aggregate amount not less than $100,000 1,000,000 or a larger integral multiple of $100,000 500,000 in excess thereof) into Base Rate Advances; or (iii) elect to continue, at the end of any Interest Period therefor, any LIBOR Advances; provided, however, that (i) if the aggregate amount of outstanding LIBOR Advances comprised in the same Borrowing shall have been reduced as a result of any payment, prepayment or conversion of part thereof to an amount less than $500,0001,000,000, the LIBOR Advances comprised in such Borrowing shall automatically convert into Base Rate Advances at the end of each respective Interest Period, and (ii) Borrower shall have no right to convert or continue any LIBOR Advances if any Event of Default has occurred and is continuing. (b) Borrower Company shall deliver a notice of conversion or continuation (a "Notice of Conversion/Continuation"), in substantially the form of Exhibit E hereto, to Administrative Agent Lender not later than (i) 10:00 a.m. pacific time 12:00 noon three Business Days prior to the proposed date of conversion or continuation, if the Advances or any portion thereof are to be converted into or continued as LIBOR Advances; and (ii) not later than 10:00 a.m. on the proposed date of conversion or continuation, if the Advances or any portion thereof are to be converted into Base Rate Advances. Each such Notice of Conversion/Continuation shall be by telecopy or telephone, promptly confirmed in writing, specifying therein: (i) the proposed date of conversion or continuation; (ii) the aggregate amount of Advances to be converted or continued; (iii) the nature of the proposed conversion or continuation; and (iv) the duration of the applicable Interest Period. (c) If, upon the expiration of any Interest Period applicable to LIBOR Advances, Borrower Company shall have failed to select a new Interest Period to be applicable to such LIBOR Advances or if a Default or an Event of Default shall then have occurred and be continuing, Borrower Company shall be deemed to have elected to convert such LIBOR Advances into Base Rate Advances effective as of the expiration date of such current Interest Period. (d) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent Lender shall promptly notify each Lender thereof. All conversions and continuations shall be made pro rata among Lenders based on their Specified Percentage of the respective outstanding principal amounts of the Advances with respect to which such notice was given held by each Lender. (e) Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of any Advances, there shall not be outstanding Advances with more than seven ten different Interest Periods.

Continuation and Conversion Elections. (a) Borrower may upon irrevocable written notice to Administrative Agent and subject to The Borrowers may, provided that the terms Borrowing of this Agreement:LIBOR Rate Loans is then permitted under Section 1.2(b)(4): (i) elect to convertelect, on as of any Business Day, all in the case of Base Rate Loans to convert any Base Rate Loans (or any portion of outstanding Base Rate Advances (part thereof in an aggregate amount not less than $500,000 5,000,000, or a larger that is in an integral multiple of $100,000 1,000,000 in excess thereof) into LIBOR Advances.Rate Loans; or (ii) elect elect, as of the last day of the applicable Interest Period, to convert at the end of continue any LIBOR Rate Loans having Interest Period therefor, all Periods expiring on such day (or any portion of outstanding LIBOR Advances comprised in the same Borrowing (part thereof in an aggregate amount not less than $100,000 5,000,000, or a larger that is in an integral multiple of $100,000 1,000,000 in excess thereof) into Base Rate Advances; or (iii) elect to continue, at the end of any Interest Period therefor, any LIBOR Advances); provided, however, that (i) if at any time the aggregate amount of outstanding LIBOR Advances comprised Rate Loans in the same Borrowing shall have been reduced as a result respect of any Borrowing is reduced, by payment, prepayment prepayment, or conversion of part thereof to an amount be less than $500,0005,000,000, the such LIBOR Advances comprised in such Borrowing Rate Loans shall automatically convert into Base Rate Advances at Loans; provided further that if the end notice shall fail to specify the duration of each respective the Interest Period, and (ii) Borrower such Interest Period shall have no right to convert or continue any LIBOR Advances if any Event of Default has occurred and is continuingbe one month. (b) Borrower The Borrowers shall deliver a notice of continuation/conversion or continuation (a "Notice of Conversion/Continuation"), substantially in substantially the form of Exhibit E hereto, D (“Notice of Continuation/Conversion”) to Administrative the Agent not later than 12:00 noon (iAtlanta, Georgia time) 10:00 a.m. pacific time at least three (3) Business Days prior to in advance of the proposed date of conversion or continuationContinuation/Conversion Date, if the Advances or any portion thereof Loans are to be converted into or continued as LIBOR Advances; Rate Loans and (ii) not later than 10:00 a.m. on the proposed date of conversion or continuation, if the Advances or any portion thereof are to be converted into Base Rate Advances. Each such Notice of Conversion/Continuation shall be by telecopy or telephone, promptly confirmed in writing, specifying thereinspecifying: (i) the proposed date of conversion or continuationContinuation/Conversion Date; (ii) the aggregate amount of Advances Loans to be converted or continued; (iii) the nature type of Loans resulting from the proposed conversion or continuation; and (iv) the duration of the applicable requested Interest Period, provided, however, the Borrowers may not select an Interest Period that ends after the Stated Termination Date. In lieu of delivering a Notice of Continuation/Conversion, the Borrowers may give the Agent telephonic or electronic notice of such request on or before the deadline set forth above. The Agent at all times shall be entitled to rely on such telephonic or electronic notice with respect to such continuation or conversion, regardless of whether any written confirmation is received. (c) If, If upon the expiration of any Interest Period applicable to LIBOR AdvancesRate Loans, Borrower shall the Borrowers have failed to select timely a new Interest Period to be applicable to such LIBOR Advances Rate Loans, or at the election of the Agent or the Required Lenders if a any Default or Event of Default shall then have occurred and be continuingexists, Borrower the Borrowers shall be deemed to have elected to convert such LIBOR Advances Rate Loans into Base Rate Advances Loans effective as of the expiration date of such current Interest Period. (d) Upon The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion/Continuation, Administrative Agent shall promptly notify each Lender thereof. All conversions and continuations shall be made pro rata among Lenders based on their Specified Percentage of ratably according to the respective outstanding principal amounts of the Advances Loans with respect to which such the notice was given held by each Lender. (e) Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of any Advances, there shall There may not be outstanding Advances with more than seven five different Interest PeriodsLIBOR Rate Loans in effect hereunder at any time.

Continuation and Conversion Elections. (a) The Borrower may upon irrevocable written notice to Administrative Agent Lender and subject to the terms of this Agreement: (i) elect to convert, on any Business Day, all or any portion of outstanding Base Rate Advances (in an aggregate amount not less than $500,000 or a larger an integral multiple of $100,000 in excess thereof) into LIBOR Advances.; or (ii) elect to convert at the end of any Interest Period therefor, all or any portion of outstanding LIBOR Advances comprised in the same Borrowing (in an aggregate amount not less than $100,000 or a larger an integral multiple of $100,000 50,000 in excess thereof) into Base Rate Advances; or (iii) elect to continue, at the end of any Interest Period therefor, any LIBOR Advances; provided, however, that (i) if the aggregate amount of outstanding LIBOR -------- ------- Advances comprised in the same Borrowing shall have been reduced as a result of any payment, prepayment or conversion of part thereof to an amount less than $500,000, the LIBOR Advances comprised in such Borrowing shall automatically convert into Base Rate Advances at the end of each respective Interest Period, and (ii) Borrower shall have no right to convert or continue any LIBOR Advances if any Event of Default has occurred and is continuing. (b) The Borrower shall deliver a notice of conversion or continuation (a "Notice of Conversion/ContinuationConversion or Continuation Notice"), in substantially the form of Exhibit E hereto, to Administrative Agent Lender not later than 10:00 a.m. (i) 10:00 a.m. pacific time three Business Days prior to the proposed date of conversion or continuation, if the Advances or any portion thereof are to be converted into or continued as LIBOR Advances; and (ii) not later than 10:00 a.m. on the Business Day of the proposed date of conversion or continuationconversion, if the Advances or any portion thereof are to be converted into Base Rate Advances. Each such Conversion or Continuation Notice of Conversion/Continuation shall be by telecopy or telephone, promptly confirmed in writingby letter, specifying therein: (i) the proposed date of conversion or continuation; (ii) the aggregate amount of Advances to be converted or continued; (iii) the nature of the proposed conversion or continuation; and (iv) the duration of the applicable Interest Period. (c) If, upon the expiration of any Interest Period applicable to LIBOR Advances, the Borrower shall have failed to select a new Interest Period to be applicable to such LIBOR Advances or if a Default or an Event of Default shall then have occurred and be continuing, the Borrower shall be deemed to have elected to convert such LIBOR Advances into Base Rate Advances effective as of the expiration date of such current Interest Period. (d) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent shall promptly notify each Lender thereof. All conversions and continuations shall be made pro rata among Lenders based on their Specified Percentage of the respective outstanding principal amounts of the Advances with respect to which such notice was given held by each Lender. (e) Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of any Advances, there shall not be outstanding Advances with more than seven five different Interest Periods.

Continuation and Conversion Elections. (a) The Borrower may upon irrevocable written notice to Administrative Agent and subject to the terms of this Agreement: (i) elect to convert, on any Business Day, all or any portion of outstanding Advances which are Base Rate Advances (in an aggregate amount not less than $500,000 or a larger an integral multiple of $100,000 in excess thereof) into LIBOR Advances.; or (ii) elect to convert at the end of any Interest Period therefor, all or any portion of outstanding Advances which are LIBOR Advances comprised in the same Borrowing (in an aggregate amount not less than $100,000 or a larger an integral multiple of $100,000 50,000 in excess thereof) into Base Rate Advances; or (iii) elect to continue, at the end of any Interest Period therefor, any Advances which are LIBOR Advances; provided, however, that (i) if the aggregate amount of outstanding LIBOR -------- ------- Advances comprised in the same Borrowing shall have been reduced as a result of any payment, prepayment or conversion of part thereof to an amount less than $500,000, the LIBOR Advances comprised in such Borrowing shall automatically convert into Base Rate Advances at the end of each respective Interest Period, and (ii) Borrower shall have no right to convert or continue any LIBOR Advances if any Event of Default has occurred and is continuing. (b) The Borrower shall deliver a notice of conversion or continuation (a "Notice of Conversion/ContinuationConversion or Continuation Notice"), in substantially the form of Exhibit E D --------- hereto, to Administrative Agent not later than (i) 10:00 a.m. pacific time three Business Days prior to the proposed date of conversion or continuation, if the Advances (or any portion thereof of either thereof) are to be converted into or continued as LIBOR Advances; and (ii) not later than 10:00 a.m. on the Business Day of the proposed date of conversion or continuationconversion, if the Advances (or any portion thereof thereof) are to be converted into Base Rate Advances. Each such Conversion or Continuation Notice of Conversion/Continuation shall be by telecopy or telephone, promptly confirmed in writingby letter, specifying therein: (i) the proposed date of conversion or continuation; (ii) the aggregate amount of Advances to be converted or continued; (iii) the nature of the proposed conversion or continuation; and (iv) the duration of the applicable Interest Period. (c) If, upon the expiration of any Interest Period applicable to LIBOR Advances, (i) the Borrower shall have failed to select a new Interest Period to be applicable to such LIBOR Advances Advances, the Interest Period shall be shall be three months, or (ii) if a Default or an Event of Default shall then have occurred and be continuing, the Borrower shall be deemed to have elected to convert such LIBOR Advances into Base Rate Advances effective as of the expiration date of such current Interest Period. (d) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent shall promptly notify each Lender thereof. All conversions and continuations shall be made pro rata among Lenders based on their Specified Percentage of the respective outstanding principal amounts of the Advances with respect to which such notice was given held by each Lender. (e) Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of any Advances, there shall not be outstanding Advances with more than seven different Interest Periods.

Continuation and Conversion Elections. (a) The Borrower may upon irrevocable written notice to Administrative Agent Lender and subject to the terms of this Agreement: (i) elect to convert, on any Business Day, all or any portion of outstanding Base Rate Advances (in an aggregate amount not less than $500,000 or a larger an integral multiple of $100,000 in excess thereof) into LIBOR Advances.; or (ii) elect to convert at the end of any Interest Period therefor, all or any portion of outstanding LIBOR Advances comprised in the same Borrowing (in an aggregate amount not less than $100,000 or a larger an integral multiple of $100,000 50,000 in excess thereof) into Base Rate Advances; or (iii) elect to continue, at the end of any Interest Period therefor, any LIBOR Advances; provided, however, that (i) if the aggregate amount of outstanding LIBOR Advances comprised in the same Borrowing shall have been reduced as a result of any payment, prepayment or conversion of part thereof to an amount less than $500,000, the LIBOR Advances comprised in such Borrowing shall automatically convert into Base Rate Advances at the end of each respective Interest Period, and (ii) Borrower shall have no right to convert or continue any LIBOR Advances if any Event of Default has occurred and is continuing. (b) The Borrower shall deliver a notice of conversion or continuation (a "Notice of Conversion/ContinuationConversion or Continuation Notice"), in substantially the form of Exhibit E hereto, to Administrative Agent Lender not later than 10:00 a.m. (i) 10:00 a.m. pacific time three Business Days prior to the proposed date of conversion or continuation, if the Advances or any portion thereof are to be converted into or continued as LIBOR Advances; and (ii) not later than 10:00 a.m. on the Business Day of the proposed date of conversion or continuationconversion, if the Advances or any portion thereof are to be converted into Base Rate Advances. Each such Conversion or Continuation Notice of Conversion/Continuation shall be by telecopy or telephone, promptly confirmed in writingby letter, specifying therein: (i) the proposed date of conversion or continuation; (ii) the aggregate amount of Advances to be converted or continued; (iii) the nature of the proposed conversion or continuation; and (iv) the duration of the applicable Interest Period. (c) If, upon the expiration of any Interest Period applicable to LIBOR Advances, the Borrower shall have failed to select a new Interest Period to be applicable to such LIBOR Advances or if a Default or an Event of Default shall then have occurred and be continuing, the Borrower shall be deemed to have elected to convert such LIBOR Advances into Base Rate Advances effective as of the expiration date of such current Interest Period. (d) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent shall promptly notify each Lender thereof. All conversions and continuations shall be made pro rata among Lenders based on their Specified Percentage of the respective outstanding principal amounts of the Advances with respect to which such notice was given held by each Lender. (e) Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of any Advances, there shall not be outstanding Advances with more than seven five different Interest Periods.

Continuation and Conversion Elections. (a) Borrower Company may upon irrevocable written notice to Administrative Agent and subject to the terms of this Agreement: (i) elect to convert, on any Business Day, all or any portion of outstanding Base Rate Advances (in an aggregate amount not less than $500,000 5,000,000 or a larger integral multiple of $100,000 1,000,000 in excess thereof) into LIBOR Advances. (ii) elect to convert at the end of any Interest Period therefor, all or any portion of outstanding LIBOR Advances comprised in of the same Borrowing (in an aggregate amount not less than $100,000 1,000,000 or a larger integral multiple of $100,000 500,000 in excess thereof) into Base Rate Advances; or (iii) elect to continue, at the end of any Interest Period therefor, any LIBOR Advances; provided, however, that (i) if the aggregate amount of outstanding LIBOR Advances comprised in the same Borrowing shall have been reduced as a result of any payment, prepayment or conversion of part thereof to an amount less than $500,0001,000,000, the LIBOR Advances comprised in such Borrowing shall automatically convert into Base Rate Advances at the end of each respective Interest Period, and (ii) Borrower shall have no right to convert or continue any LIBOR Advances if any Event of Default has occurred and is continuing. (b) Borrower Company shall deliver a notice of conversion or continuation (a "Notice of Conversion/Continuation"), in substantially the form of Exhibit E D hereto, to Administrative Agent not later than (i) 10:00 a.m. pacific time 12:00 noon three Business Days prior to the proposed date of conversion or -31- continuation, if the Advances or any portion thereof are to be converted into or continued as LIBOR Advances; and (ii) not later than 10:00 a.m. on the proposed date of conversion or continuation, if the Advances or any portion thereof are to be converted into Base Rate Advances. Each such Notice of Conversion/Continuation shall be by telecopy or telephone, promptly confirmed in writing, specifying therein: (i) the proposed date of conversion or continuation; (ii) the aggregate amount of Advances to be converted or continued; (iii) the nature of the proposed conversion or continuation; and (iv) the duration of the applicable Interest Period. (c) If, upon the expiration of any Interest Period applicable to LIBOR Advances, Borrower Company shall have failed to select a new Interest Period to be applicable to such LIBOR Advances or if a Default or an Event of Default shall then have occurred and be continuing, Borrower Company shall be deemed to have elected to convert such LIBOR Advances into Base Rate Advances effective as of the expiration date of such current Interest Period. (d) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent shall promptly notify each Lender thereof. All conversions and continuations shall be made pro rata among Lenders based on their Specified Percentage of the respective outstanding principal amounts of the Advances with respect to which such notice was given held by each Lender. (e) Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of any Advances, there shall not be outstanding Advances with more than seven ten different Interest Periods.

Continuation and Conversion Elections. (a) Borrower may upon irrevocable written notice to Administrative Agent and subject to the terms of this AgreementThe Borrowers may: (i) elect to convertelect, on as of any Business Day, all in the case of Base Rate Revolving Loans to convert any such Base Rate Revolving Loans (or any portion of outstanding Base Rate Advances (part thereof in an aggregate amount not less than $500,000 1,000,000, or a larger that is in an integral multiple of $100,000 500,000 in excess thereof) into LIBOR Advances.Rate Loans; or (ii) elect elect, as of any Business Day, in the case of Base Rate Lender Term Loans to convert at the end of any Interest Period therefor, all such Base Rate Lender Term Loans (or any portion of outstanding LIBOR Advances comprised in the same Borrowing (part thereof in an aggregate amount not less than $100,000 1,000,000, or a larger that is in an integral multiple of $100,000 500,000 in excess thereof) into Base LIBOR Rate AdvancesLoans; or (iii) elect elect, as of the last day of the applicable Interest Period, to continue, at the end of any Interest Period therefor, continue any LIBOR AdvancesRate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $500,000 in excess thereof); provided, however, that (i) if at any time the aggregate amount of outstanding LIBOR Advances comprised Rate Loans in the same Borrowing shall have been reduced as a result respect of any Borrowing is reduced, by payment, prepayment prepayment, or conversion of part thereof to an amount be less than $500,0001,000,000, the such LIBOR Advances comprised in such Borrowing Rate Loans shall automatically convert into Base Rate Advances at Loans; provided further that if the end notice shall fail to specify the duration of each respective the Interest Period, and (ii) Borrower such Interest Period shall have no right to convert or continue any LIBOR Advances if any Event of Default has occurred and is continuingbe one month. (b) Borrower The Borrowers shall deliver a notice of continuation/conversion or continuation (a "“Notice of Continuation/Conversion/Continuation"), in substantially ”) to the form of Exhibit E hereto, to Administrative Agent not later than (i) 10:00 a.m. pacific time (Los Angeles time) at least three (3) Business Days prior to in advance of the proposed date of conversion or continuationContinuation/Conversion Date, if the Advances or any portion thereof Loans are to be converted into or continued as LIBOR Advances; Rate Loans and (ii) not later than 10:00 a.m. on the proposed date of conversion or continuation, if the Advances or any portion thereof are to be converted into Base Rate Advances. Each such Notice of Conversion/Continuation shall be by telecopy or telephone, promptly confirmed in writing, specifying thereinspecifying: (i) the proposed date of conversion or continuationContinuation/Conversion Date; (ii) the aggregate amount of Advances Loans to be converted or continuedrenewed; (iii) the nature type of Loans resulting from the proposed conversion or continuation; and (iv) the duration of the applicable requested Interest Period, provided, however, the Borrowers may not select an Interest Period that ends after the Stated Termination Date. (c) If, If upon the expiration of any Interest Period applicable to LIBOR AdvancesRate Loans, Borrower shall have the Borrowers failed to select timely a new Interest Period to be applicable to such LIBOR Advances Rate Loans or if a any Default or Event of Default shall then have occurred and be continuingexists, Borrower the Borrowers shall be deemed to have elected to convert such LIBOR Advances Rate Loans into Base Rate Advances Loans effective as of the expiration date of such current Interest Period. (d) Upon The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion/Continuation, Administrative Agent shall promptly notify each Lender thereof. All conversions and continuations shall be made pro rata among Lenders based on their Specified Percentage of ratably according to the respective outstanding principal amounts of the Advances Loans with respect to which such the notice was given held by each Lender. (e) Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of any Advances, there shall There may not be outstanding Advances with more than seven (7) different Interest PeriodsLIBOR Rate Loans in effect hereunder at any time.

Continuation and Conversion Elections. (a) The Borrower may upon irrevocable written notice to Administrative Agent and subject to the terms of this Agreement: (i) elect to convert, on any Business Day, all or any portion of outstanding Base Rate Advances (in an aggregate amount not less than $500,000 1,000,000 or a larger integral multiple of $100,000 500,000 in excess thereof) into LIBOR Advances. (ii) elect to convert at the end of any Interest Period therefor, all or any portion of outstanding LIBOR Advances comprised in the same Borrowing (in an aggregate amount not less than $100,000 500,000 or a larger integral multiple of $100,000 in excess thereof) into Base Rate Advances; or (iii) elect to continue, at the end of any Interest Period therefor, any LIBOR Advances; 100\269\91946 36 provided, however, that (i) if the aggregate amount of outstanding LIBOR Advances comprised in the same Borrowing shall have been reduced as a result of any payment, prepayment or conversion of part thereof to an amount less than $500,0001,000,000, the LIBOR Advances comprised in such Borrowing shall automatically convert into Base Rate Advances at the end of each respective Interest Period, and (ii) Borrower shall have no right to convert or continue any LIBOR Advances if any Event of Default has occurred and is continuing. (b) The Borrower shall deliver a notice of conversion or continuation (a "Notice of Conversion/Continuation"), in substantially the form of Exhibit E hereto, to Administrative Agent not later than (i) 10:00 a.m. pacific time 12:00 noon three Business Days prior to the proposed date of conversion or continuation, if the Advances or any portion thereof are to be converted into or continued as LIBOR Advances; and (ii) not later than 10:00 a.m. on the proposed date of conversion or continuation, if the Advances or any portion thereof are to be converted into Base Rate Advances. Each such Notice of Conversion/Continuation shall be by telecopy or telephone, promptly confirmed in writing, specifying therein: (i) the proposed date of conversion or continuation; (ii) the aggregate amount of Advances to be converted or continued; (iii) the nature of the proposed conversion or continuation; and (iv) the duration of the applicable Interest Period. (c) If, upon the expiration of any Interest Period applicable to LIBOR Advances, the Borrower shall have failed to select a new Interest Period to be applicable to such LIBOR Advances or if a Default or an Event of Default shall then have occurred and be continuing, the Borrower shall be deemed to have elected to convert such LIBOR Advances into Base Rate Advances effective as of the expiration date of such current Interest Period. (d) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent shall promptly notify each Lender thereof. All conversions and continuations shall be made pro rata among Lenders based on their Specified Percentage of the respective outstanding principal amounts of the Advances with respect to which such notice was given held by each Lender. (e) Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of any Advances, there shall not be outstanding Advances with more than seven eight different Interest Periods.Periods in the aggregate under the Facility and under the Revolving Credit Agreement. 100\269\91946 37