Common use of Continuation and Conversion Elections Clause in Contracts

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Agent on or before 11:00 a.m. (New York City time) on a Business Day, the Borrower may from time to time irrevocably elect, on not less than three nor more than five Business Days’ notice, that all, or any portion in an aggregate minimum amount of $5,000,000 and an integral multiple of $1,000,000 or the Foreign Currency Equivalent thereof, of the Revolving Loans be, (a) in the case of Base Rate Loans, converted into LIBO Rate Loans, (b) in the case of LIBO Rate Loans denominated in Dollars, be converted into Base Rate Loans or continued as LIBO Rate Loans, or (c) in the case of LIBO Rate Loans denominated in an Alternate Currency, continued as LIBO Rate Loans in the same Currency. In the absence of delivery of a Continuation/Conversion Notice with respect to LIBO Rate Loans (which are Revolving Loans) at least three Business Days’ before the last day of the then current Interest Period with respect thereto, (a) LIBO Rate Loans denominated in Dollars shall be converted automatically on such last day to Base Rate Loans, and (b) LIBO Rate Loans denominated in an Alternate Currency shall be continued as Loans in the relevant Alternate Currency at a rate per annum equal to the LIBO Alternate Rate for such relevant Currency plus the applicable margin for the shortest available interest period selected by the Agent in its sole discretion (but not later than the Maturity Date). Each such conversion and continuation shall be prorated among the applicable outstanding Loans of all Lenders, and no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Default has occurred and is continuing. The Agent shall promptly notify each Lender of the applicable interest period and interest rate.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 11:00 a.m. (10:00 a.m., New York City time) , on a Business Day, the Borrower may from time to time irrevocably elect, on not less than one Business Days' notice in the case of any Loans that are to be converted into Base Rate Loans, or three nor Business Days' notice in the case of any Loans that are to be continued as, or converted into, LIBO Rate Loans, and in either case not more than five Business Days’ ' notice, that all, or any portion in an aggregate minimum amount of $5,000,000 and an integral multiple of $1,000,000 250,000, in the case of any Loans that are to be continued as, or converted into, LIBO Rate Loans, or an aggregate minimum amount of $5,000,000 and an integral multiple of $250,000, in the Foreign Currency Equivalent thereofcase of any Loans that are to be converted into Base Rate Loans, of the Revolving Loans be, (a) in the case of Base Rate Loans, converted into LIBO Rate LoansLoans or be, (b) in the case of LIBO Rate Loans denominated in DollarsLoans, be converted into Base Rate Loans or continued as LIBO Rate Loans, or Loans (c) in the case of LIBO Rate Loans denominated in an Alternate Currency, continued as LIBO Rate Loans in the same Currency. In the absence of delivery of a Continuation/Conversion Notice with respect to any LIBO Rate Loans (which are Revolving Loans) Loan at least three Business Days (but not more than five Business Days’ ) before the last day of the then current Interest Period with respect thereto, (a) , such LIBO Rate Loans denominated in Dollars shall be converted automatically Loan shall, on such last day to Base Rate Loansday, and (b) LIBO Rate Loans denominated in an Alternate Currency shall automatically be continued as Loans in the relevant Alternate Currency at a rate per annum equal to the LIBO Alternate Rate for such relevant Currency plus the applicable margin for the shortest available interest period selected by the Agent in its sole discretion Loan having an Interest Period of one month); provided, however, that (but not later than the Maturity Date). Each x) each such conversion and or continuation shall be prorated pro rated among the applicable outstanding Loans of all LendersLenders that have made such Loans, and no portion of (y) if any Default is in existence at the outstanding principal amount applicable time of any Loans may be continued asproposed continuation of, or be converted conversion into, any LIBO Rate Loans when and the Administrative Agent has, or the Required Lenders have, determined in its or their sole discretion not to permit such continuation or conversion and have notified the Borrower telephonically or in writing thereof, the Borrower may not elect to have a Loan converted into or continued as a LIBO Rate Loan and any Default has occurred and is continuing. The Agent outstanding LIBO Rate Loans shall promptly notify each Lender be automatically converted on the last day of the current Interest Period applicable interest period and interest ratethereto into a Base Rate Loan.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 11:00 a.m. (1:00 p.m., New York City time) , on a Business DayDay prior to the Stated Maturity Date of a LIBO Rate Loan with an Interest Period of less than six months, the Borrower may from time to time irrevocably electrequest, on not less than three nor more than five Business Days’ notice' notice (in the case of LIBO Rate Loans) and on not less than one nor more than five Business Days' notice (in the case of Base Rate Loans), that the Fronting Bank (a) continue the outstanding LIBO Rate Loan as a LIBO Rate Loan with an Interest Period of one, two, three or four months, in each case in a principal amount equal to the amount of the LIBO Rate Loan with respect to which such Interest Period is then expiring or (b) convert all, or any portion in an aggregate minimum amount of $5,000,000 and an integral multiple of $1,000,000 or the Foreign Currency Equivalent thereofany Loans made to it, of the Revolving Loans be, (a) in the case of Base Rate Loans, converted into LIBO Rate LoansLoans or, (b) in the case of a LIBO Rate Loans denominated in DollarsLoan, be converted into a Base Rate Loans or continued as LIBO Rate Loans, or Loan (c) in the case of LIBO Rate Loans denominated in an Alternate Currency, continued as LIBO Rate Loans in the same Currency. In the absence of delivery of a Continuation/Conversion Notice with respect to any LIBO Rate Loans (which are Revolving Loans) Loan at least three Business Days’ Days before the last day of the then current Interest Period with respect thereto, (a) , such LIBO Rate Loans denominated in Dollars shall be converted automatically Loan will, on such last day day, automatically convert to Base a LIBO Rate Loans, and Loan pursuant to the provisions of clause (b) LIBO Rate Loans denominated in an Alternate Currency shall of Section 2.3, unless such Loan is otherwise required to be continued as Loans in the relevant Alternate Currency at a rate per annum equal paid pursuant to the LIBO Alternate Rate for such relevant Currency plus terms of this Agreement (including the applicable margin for the shortest available interest period selected by the Agent in its sole discretion first sentence of Section 3.1)); provided, however, that (but not later than the Maturity Date). Each such conversion and continuation shall be prorated among the applicable outstanding Loans of all Lenders, and i) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Default has occurred and is continuing. The Agent shall promptly notify each Lender continuing and (ii) the maximum length of the applicable interest period and interest rateany Interest Period or combination of Interest Periods for any particular Loan will not exceed six months.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice (a) A Borrower may upon irrevocable written notice to the Agent on or before 11:00 a.m. in accordance with Section 2.2(b): (New York City timei) on a elect, as of any Business Day, the Borrower may from time to time irrevocably elect, on not less than three nor more than five Business Days’ notice, that all, or any portion in an aggregate minimum amount of $5,000,000 and an integral multiple of $1,000,000 or the Foreign Currency Equivalent thereof, of the Revolving Loans be, (a) in the case of Base Rate Loans, converted into LIBO Rate Loans, (b) in the case of LIBO Rate Loans denominated in Dollars, be converted into to convert any such Base Rate Loans (or continued as LIBO 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) into LIBOR Rate Loans; or (ii) elect, or (c) in the case as of LIBO Rate Loans denominated in an Alternate Currency, continued as LIBO Rate Loans in the same Currency. In the absence of delivery of a Continuation/Conversion Notice with respect to LIBO Rate Loans (which are Revolving Loans) at least three Business Days’ before the last day of the then current applicable Interest Period with respect thereto, (a) LIBO Period, to continue any LIBOR Rate Loans denominated in Dollars shall be converted automatically having Interest Periods expiring on such last 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) as LIBOR Rate Loans; provided, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Rate Loans shall, effective as of the expiration date of the applicable Interest Period, automatically convert into Base Rate Loans; provided, andfurther, that if the notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) LIBO Rate Loans denominated in an Alternate Currency The Borrowers shall be continued as Loans deliver a notice of continuation/conversion in the relevant Alternate Currency at form of Exhibit D (a rate per annum equal "Notice of Continuation/Conversion") to the LIBO Alternate Rate for such relevant Currency plus the applicable margin for the shortest available interest period selected by the Agent in its sole discretion (but not later than 11:00 a.m. (Dallas, Texas time) at least three (3) Business Days in advance of the Maturity Continuation/Conversion Date). Each , if the Loans are to be converted into or continued as LIBOR Rate Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the Loans and the aggregate amount of such Loans to be converted or continued; (iii) the type of Loans resulting from the proposed conversion and continuation or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If upon the expiration of any Interest Period applicable to LIBOR Rate Loans, the Borrowers have failed to timely select a new Interest Period to be applicable to such LIBOR Rate Loans or if any Default or Event of Default then exists, the Borrowers shall be prorated among the applicable outstanding deemed to have elected to convert such LIBOR Rate Loans of all Lenders, and no portion into Base Rate Loans effective as of the outstanding principal amount expiration date of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Default has occurred and is continuing. such Interest Period. (d) The Agent shall will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the applicable interest period and interest raterespective outstanding principal amounts of the Loans with respect to which such notice was given held by each Lender.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 11:00 a.m. (1:00 p.m., New York City time) , on a Business Day, the Borrower may from time to time irrevocably elect, on not less than one (1) Business Day’s notice in the case of any Revolving Loans that are to be continued as, or converted into Base Rate Loans, or three nor more than five (3) Business Days’ noticenotice in the case of any Revolving Loans that are to be continued as, or converted into, LIBO Rate Loans, that all, or any portion in an aggregate minimum amount of $5,000,000 3,000,000 and in integral multiples of $500,000 in excess thereof, in the case of any Revolving Loans that are to be continued as, or converted into, LIBO Rate Loans, or an aggregate minimum amount of $3,000,000 and an integral multiple of $1,000,000 or the Foreign Currency Equivalent 500,000 in excess thereof, in the case of the any Revolving Loans that are to be continued as, or converted into, Base Rate Loans, be, (a) in the case of Base Rate Loans, converted into LIBO Rate Loans or continued as Base Rate Loans, (b) or be, in the case of LIBO Rate Loans denominated in DollarsLoans, be converted into Base Rate Loans or continued as LIBO Rate Loans, or Loans (c) in the case of LIBO Rate Loans denominated in an Alternate Currency, continued as LIBO Rate Loans in the same Currency. In the absence of delivery of a Continuation/Conversion Notice with respect to any LIBO Rate Loans (which are Revolving Loans) Loan at least three (3) Business Days’ Days before the last day of the then then-current Interest Period with respect thereto, (a) , such LIBO Rate Loans denominated in Dollars shall be converted automatically Loan shall, on such last day to Base Rate Loansday, and (b) LIBO Rate Loans denominated in an Alternate Currency shall automatically be continued as Loans in the relevant Alternate Currency at a rate per annum equal to the LIBO Alternate Rate for such relevant Currency plus the applicable margin for the shortest available interest period selected by the Agent in its sole discretion Loan having an Interest Period of one (but not later than the Maturity Date1) month). Each ; provided, however, that (x) each such conversion and or continuation shall be prorated pro rated among the applicable outstanding Revolving Loans of all Lenders, and no portion (y) if any Event of Default is in existence at the outstanding principal amount applicable time of any Loans may be continued asproposed continuation of, or be converted conversion into, any LIBO Rate Loans, the Borrower may not elect to have a Revolving Loan converted into or continued as a LIBO Rate Loan and any outstanding LIBO Rate Loans when any Default has occurred and is continuingshall be automatically converted on the last day of the current Interest Period applicable thereto into Base Rate Loans. The Administrative Agent shall promptly notify give each Lender prompt notice of the applicable interest period and interest rateany such proposed conversion affecting any of its Loans.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Agent on or before 11:00 a.m. (New York City time) on a Business Day, the Borrower may from time to time irrevocably elect, on not less than three nor more than five Business Days’ notice, that all, or any portion in an aggregate minimum amount of $5,000,000 and an integral multiple of $1,000,000 or the Foreign Currency Equivalent thereof, of the Revolving Loans be, (a) in the case of Base Rate Loans, converted into LIBO Rate Loans, (b) in the case of LIBO Rate Loans denominated in Dollars, be converted into Base Rate Loans or continued as LIBO Rate Loans, or (c) in the case of LIBO Rate Loans denominated in an Alternate Currency, continued as LIBO Rate Loans in the same Currency. In the absence of delivery of a Continuation/Conversion Notice with respect to LIBO Rate Loans (which are Revolving Loans) at least three Business Days’ before the last day of the then current Interest Period with respect thereto, (a) LIBO Rate Loans denominated in Dollars shall be converted automatically on such last day to Base Rate Loans, and (b) LIBO Rate Loans denominated in an Alternate Currency shall be continued as Loans in the relevant Alternate Currency at a rate per annum equal to the LIBO Alternate Rate for such relevant Currency plus the applicable margin for the shortest available interest period selected by the Agent in its sole discretion (but not later than the Maturity Date). Each such conversion and continuation shall be prorated among the applicable outstanding Loans of all Lenders, and no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Default has occurred and is continuing. The Agent shall promptly notify each Lender of the applicable interest period and interest rate.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Agent on or before 11:00 a.m. (New York City timea) on a The Borrower may: (i) elect, as of any Business Day, in the Borrower may from time case of Base Rate Revolving Loans to time irrevocably elect, on convert any Base Rate Revolving Loans (or any part thereof in an amount not less than three nor more than five Business Days’ notice, that all$1,000,000, or any portion that is in an aggregate minimum amount of $5,000,000 and an integral multiple of $1,000,000 or the Foreign Currency Equivalent in excess thereof, of the Revolving Loans be, (a) in the case of Base Rate Loans, converted into LIBO Rate Loans, (b) in the case of LIBO Rate Loans denominated in Dollars, be converted into Base Rate Loans or continued as LIBO Rate Loans, or (c) in the case of LIBO Rate Loans denominated in an Alternate Currency, continued as LIBO Rate Loans in the same Currency. In the absence of delivery of a Continuation/Conversion Notice with respect to LIBO Rate Loans (which are LIBOR Revolving Loans; or (ii) at least three Business Days’ before elect, as of the last day of the then current applicable Interest Period, to continue any LIBOR Revolving 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 $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Revolving Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Revolving Loans shall automatically convert into Base Rate Revolving Loans; provided, further, that if the notice shall fail to specify the duration of the Interest Period, such Interest Period with respect thereto, (a) LIBO Rate Loans denominated in Dollars shall be converted automatically on such last day to Base Rate Loans, andone month. (b) LIBO Rate Loans denominated in an Alternate Currency The Borrower shall be continued as Loans in the relevant Alternate Currency at deliver a rate per annum equal notice of continuation/conversion (“Notice of Continuation/Conversion”) to the LIBO Alternate Rate for such relevant Currency plus the applicable margin for the shortest available interest period selected by the Agent in its sole discretion (but not later than 12:00 noon (Pacific time) at least three (3) Business Days in advance of the Maturity Continuation/Conversion Date). Each such , if the Loans are to be converted into or continued as LIBOR Revolving Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate amount of Loans to be converted or renewed; (iii) the type of Loans resulting from the proposed conversion and continuation or continuation; and (iv) the duration of the requested Interest Period, provided, however, that the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If upon the expiration of any Interest Period applicable to LIBOR Revolving Loans, the Borrower has failed to select timely a new Interest Period to be applicable to LIBOR Revolving Loans or if any Default or Event of Default then exists, the Borrower shall be prorated among the applicable outstanding deemed to have elected to convert such LIBOR Revolving Loans of all Lenders, and no portion into Base Rate Revolving Loans effective as of the outstanding principal amount expiration date of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Default has occurred and is continuing. such Interest Period. (d) The Agent shall will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the applicable interest period and interest raterespective outstanding principal amounts of the Loans with respect to which the notice was given. (e) There may not be more than three (3) different LIBOR Revolving Loans in effect hereunder at any time.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice (a) A Borrower may upon irrevocable written notice to the Administrative Agent on or before 11:00 a.m. in accordance with Section 2.2(b): (New York City timei) on a elect, as of any Business Day, the Borrower may from time to time irrevocably elect, on not less than three nor more than five Business Days’ notice, that all, or any portion in an aggregate minimum amount of $5,000,000 and an integral multiple of $1,000,000 or the Foreign Currency Equivalent thereof, of the Revolving Loans be, (a) in the case of Base Rate Revolving Loans to convert any such Base Rate Revolving Loans (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $100,000 in excess thereof) into LIBOR Rate Revolving Loans; (ii) elect, converted into LIBO Rate Loansas of any Business Day subject to Section 4.4, (b) in the case of LIBO LIBOR Rate Revolving Loans denominated in Dollars, be converted to convert any such LIBOR Rate Revolving Loans (or any part thereof not being continued pursuant to clause (iii) next following) into Base Rate Revolving Loans; or (iii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Rate Revolving Loans having Interest Periods expiring on such day (or continued as LIBO Rate Loansany part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $100,000 in excess thereof as LIBOR Rate Revolving Loans); provided, that if at any time the aggregate amount of LIBOR Rate Revolving Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Rate Revolving Loans shall automatically convert into Base Rate Revolving Loans; provided, further, that if the notice shall fail to specify the duration of the Interest Period of any LIBOR Rate Revolving Loan to result from any such continuation or conversion, such Interest Period shall be one month in duration. (cb) The Borrowers shall deliver a notice of continuation/conversion in the case form of LIBO Rate Loans denominated in an Alternate Currency, continued as LIBO Rate Loans in the same Currency. In the absence Exhibit E (a "Notice of delivery of a Continuation/Conversion Notice with respect Conversion") to LIBO Rate Loans the Administrative Agent not later than 1:00 p.m. (which are Revolving LoansDallas, Texas time) at least three Business Days’ before the last day Days in advance of the then current Interest Period with respect thereto,Continuation/Conversion Date, if the Revolving Loans are to be continued as or converted into LIBOR Rate Revolving Loans and specifying: (ai) LIBO Rate the proposed Continuation/Conversion Date; (ii) the specific Revolving Loans denominated in Dollars shall (or portions thereof) and the aggregate amount of such Revolving Loans to be converted automatically on such last day to Base Rate Loans, or continued; (iii) the type of Revolving Loans resulting from the proposed conversion or continuation; and (biv) LIBO the duration of the requested Interest Period, provided, however, the Borrowers may not select an Interest Period that ends after the Stated Termination Date. (c) If upon the expiration of any Interest Period applicable to LIBOR Rate Revolving Loans, the Borrowers have failed to timely select a new Interest Period to be applicable to such LIBOR Rate Revolving Loans denominated in an Alternate Currency or if any Default or Event of Default then exists, the Borrowers shall be continued deemed to have elected to convert such LIBOR Rate Revolving Loans into Base Rate Revolving Loans effective as Loans in the relevant Alternate Currency at a rate per annum equal to the LIBO Alternate Rate for such relevant Currency plus the applicable margin for the shortest available interest period selected by the Agent in its sole discretion (but not later than the Maturity Date). Each such conversion and continuation shall be prorated among the applicable outstanding Loans of all Lenders, and no portion of the outstanding principal amount expiration date of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Default has occurred and is continuing. such Interest Period. (d) The Administrative Agent shall will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All continuations and conversions shall be made ratably according to the applicable interest period and interest raterespective outstanding principal amounts of the Revolving Loans with respect to which such notice was given held by each Lender.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 11:00 a.m. (a.m., New York City time) time at its applicable office, on a Business Day, the a Borrower may from time to time irrevocably elect, on not less than one Business Day's notice (in the case of a conversion of LIBO Rate Loans into Base Rate Loans) or three Business Days' notice (in the case of a continuation of LIBO Rate Loans or a conversion of Base Rate Loans into LIBO Rate Loans) nor more than five Business Days’ notice, ' notice (in the case of any Loans) that all, or any portion in an aggregate a minimum amount of $5,000,000 and an 500,000 or any larger integral multiple of $1,000,000 or 100,000 in the Foreign Currency Equivalent thereof, case of the Revolving any Borrowing of LIBO Rate Loans be, (a) in the case of Base Rate Loans, converted into LIBO Rate LoansLoans or, (b) in the case of LIBO Rate Loans denominated in Dollars, be converted into Base Rate Loans or continued as LIBO Rate Loans, or (c) in the case of LIBO Rate Loans denominated in an Alternate Currency, continued as LIBO Rate Loans or, in the same Currency. In case of U.S. Loans only, converted to Base Rate Loans; provided, however, that, in the absence of delivery of a Continuation/Conversion Notice with respect to any Loan that is a LIBO Rate Loans (which are Revolving Loans) Loan at least three Business Days’ Days before the last day of the then current Interest Period with respect thereto, (a) , such LIBO Rate Loans denominated Loan shall, (A) in Dollars shall the case of a LIBO Rate Loan that is an Australian Revolving Loan, automatically be converted continued as a LIBO Rate Loan with an Interest Period of one month and (B) in the case of a LIBO Rate Loan that is a U.S. Loan automatically convert to a Base Rate Loan, in each case on such last day to Base Rate Loansday; provided, and further, however, that (bx) LIBO Rate Loans denominated in an Alternate Currency shall be continued as Loans in the relevant Alternate Currency at a rate per annum equal to the LIBO Alternate Rate for such relevant Currency plus the applicable margin for the shortest available interest period selected by the Agent in its sole discretion (but not later than the Maturity Date). Each each such conversion and or continuation shall be prorated pro rated among the applicable outstanding Loans of all the relevant Lenders, and (y) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Default has occurred and is continuing. SECTION 2.4.1. The Agent shall promptly notify each Lender Converting Canadian Prime Rate Loans to, or Continuing Canadian BAs as, Canadian BAs. Provided that the Canadian Borrower has, by delivering a Continuation/Conversion Notice to the Canadian office of the Administrative Agent on or before 11:00 a.m., New York time at the Administrative Agent's office for Canadian Loans, not less than three and not more than five Business Days before the date on which drafts are to be accepted, requested the Canadian Lenders to accept its drafts to replace all or a portion of an outstanding Canadian Loan, then each Canadian Lender shall, on the date of conversion or continuation, as applicable, and concurrent with the payment by the Canadian Borrower to the Canadian Lenders of an amount equal to the difference between the principal or face amount of such outstanding Canadian Loan or the portion thereof which is being converted or continued and the aggregate Notional BA Proceeds with respect to the aggregate face amount equal to its Percentage of the aggregate principal or face amount of such Canadian Loan or the portion thereof which is being converted or continued, such acceptance to be in accordance with Section 2.8. SECTION 2.4.2. Converting Canadian BAs to Canadian Prime Rate Loans. Each applicable interest period Canadian Lender shall, at the end of an Interest Period with respect to Canadian BAs which such Lender has accepted, pay to the holder thereof the face amount of such Canadian BA. If the Canadian Borrower has, by delivering a Continuation/Conversion Notice to the Canadian office of the Administrative Agent on or before 11:00 a.m., New York time at the Administra- tive Agent's office for Canadian Loans, not less than three nor more than five Business Days before the end of an Interest Period, requested a Canadian Lender to convert all or a portion of outstanding maturing Canadian BAs into a Canadian Prime Rate Loan, or if the Canadian Borrower has failed to deliver a Continuation/Conversion Notice pursuant to Section 2.4.1 or this Section 2.4.2, such Lender shall, upon the end of the current Interest Period with respect to such Canadian BAs and interest ratethe payment by such Lender to the holders of such Canadian BAs of the aggregate face amount thereof, be deemed to have made to the Canadian Borrower the Canadian Prime Rate Loan into which the matured Canadian BAs or a portion thereof are converted in the aggregate principal amount equal to its Percentage of the aggregate face amount of the matured Canadian BAs or the portion thereof which are being converted.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 11:00 a.m. (noon, New York City time) , on a Business Day, the Borrower may from time to time irrevocably elect, on not less than one Business Day’s notice in the case of Base Rate Loans (other than Swing Line Loans), or three nor Business Days’ notice in the case of LIBO Rate Loans, and in either case not more than five Business Days’ notice, that all, or any portion in an aggregate minimum amount of $5,000,000 1,000,000 and an integral multiple of $1,000,000 or the Foreign Currency Equivalent thereof, of the Revolving Loans be, (a) in the case of Base Rate Loans (other than Swing Line Loans), converted into LIBO Rate Loans, (b) or in the case of LIBO Rate Loans denominated in DollarsLoans, be converted into Base Rate Loans or continued as LIBO Rate Loans, or Loans (c) in the case of LIBO Rate Loans denominated in an Alternate Currency, continued as LIBO Rate Loans in the same Currency. In the absence of delivery of a Continuation/Conversion Notice with respect to any LIBO Rate Loans (which are Revolving Loans) Loan at least three Business Days (but not more than five Business Days’ ) before the last day of the then current Interest Period with respect thereto, , such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided that, (a) LIBO Rate Loans denominated in Dollars shall be converted automatically on such last day to Base Rate Loans, and (b) LIBO Rate Loans denominated in an Alternate Currency shall be continued as Loans in the relevant Alternate Currency at a rate per annum equal to the LIBO Alternate Rate for such relevant Currency plus the applicable margin for the shortest available interest period selected by the Agent in its sole discretion (but not later than the Maturity Date). Each each such conversion and or continuation shall be prorated pro rated among the applicable outstanding Loans of all LendersLenders that have made such Loans, and (b) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Default or Borrowing Base Deficiency has occurred and is continuing. The Each such irrevocable request may be made by telephone confirmed promptly by hand delivery, electronic mail or facsimile to the Administrative Agent shall promptly notify each Lender of the applicable interest period and interest rateContinuation/Conversion Notice. The conversion of a Base Rate Loan into a LIBO Rate Loan or a LIBO Rate Loan into a Base Rate Loan shall not effect a novation of the Loan so converted.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 11:00 a.m. (1:00 p.m., New York City time) , on a Business Day, the Borrower may from time to time irrevocably elect, on not less than one (1) Business Day’s notice in the case of any Revolving Loans that are to be continued as, or converted into Base Rate Loans, or three nor more than five (3) Business Days’ noticenotice in the case of any Revolving Loans that are to be continued as, or converted into, LIBO Rate Loans, that all, or any portion in an aggregate minimum amount of $5,000,000 3,000,000 and in integral multiples of $500,000 in excess thereof, in the case of any Revolving Loans that are to be continued as, or converted into, LIBO Rate Loans, or an aggregate minimum amount of $3,000,000 and an integral multiple of $1,000,000 or the Foreign Currency Equivalent 500,000 in excess thereof, in the case of the any Revolving Loans that are to be continued as, or converted into, Base Rate Loans, be, (a) in the case of Base Rate Loans, converted into LIBO Rate Loans or continued as Base Rate Loans, (b) or be, in the case of LIBO Rate Loans denominated in DollarsLoans, be converted into Base Rate Loans or continued as LIBO Rate Loans, or Loans (c) in the case of LIBO Rate Loans denominated in an Alternate Currency, continued as LIBO Rate Loans in the same Currency. In the absence of delivery of a Continuation/Conversion Notice with respect to any LIBO Rate Loans (which are Revolving Loans) Loan at least three (3) Business Days’ Days before the last day of the then then-current Interest Period with respect thereto, (a) , such LIBO Rate Loans denominated in Dollars shall be converted automatically Loan shall, on such last day to Base Rate Loansday, and (b) LIBO Rate Loans denominated in an Alternate Currency shall automatically be continued as Loans in the relevant Alternate Currency at a rate per annum equal to the LIBO Alternate Rate for such relevant Currency plus the applicable margin for the shortest available interest period selected by the Agent in its sole discretion Loan having an Interest Period of one (but not later than the Maturity Date1) month). Each ; provided, however, that (x) each such conversion and or continuation shall be prorated among the applicable outstanding Revolving Loans of all Lenders, and no portion (y) if any Event of Default is in existence at the outstanding principal amount applicable time of any Loans may be continued asproposed continuation of, or be converted conversion into, any LIBO Rate Loans, the Borrower may not elect to have a Revolving Loan converted into or continued as a LIBO Rate Loan and any outstanding LIBO Rate Loans when any Default has occurred and is continuingshall be automatically converted on the last day of the current Interest Period applicable thereto into Base Rate Loans. The Administrative Agent shall promptly notify give each Lender prompt notice of the applicable interest period and interest rateany such proposed conversion affecting any of its Loans.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Agent on or before 11:00 a.m. (New York City timea) on a LS&Co may: (i) elect, as of any Business Day, in the Borrower may from time case of Base Rate Revolving Loans to time irrevocably elect, on convert any Base Rate Revolving Loans (or any part thereof in an amount not less than three nor more than five Business Days’ notice, that all$10,000,000, or any portion that is in an aggregate minimum amount of $5,000,000 and an integral multiple of $1,000,000 or in excess thereof) into LIBOR Rate Revolving Loans; or (ii) elect, as of any Business Day, in the Foreign Currency Equivalent thereofcase of LIBOR Rate Revolving Loans to convert any LIBOR Rate Revolving Loans into Base Rate Revolving Loans; or (iii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Rate Revolving Loans behaving Interest Periods expiring on such day (or any part thereof in an amount not less than $10,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); or (aiv) elect, as of any Business Day, in the case of Base Rate Trademark Subfacility Loans to convert any Base Rate Trademark Subfacility Loans (or any part thereof in an amount not less than $10,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into LIBOR Rate Trademark Subfacility Loans; or (v) elect, converted into LIBO Rate Loansas of any Business Day, (b) in the case of LIBO LIBOR Rate Trademark Subfacility Loans denominated to convert any LIBOR Rate Trademark Subfacility Loans into Base Rate Trademark Subfacility Loans; or (vi) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Rate Trademark Subfacility Loans having Interest Periods expiring on such day (or any part thereof in Dollarsan amount not less than $10,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Rate Revolving Loans or LIBOR Rate Trademark Subfacility Loans, as applicable, in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,000, such LIBOR Rate Revolving Loans or LIBOR Rate Trademark Subfacility Loans shall automatically convert into Base Rate Revolving Loans or Base Rate Trademark Subfacility Loans, respectively; provided further that if the notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) LS&Co shall deliver a notice of continuation/conversion (“Notice of Continuation/Conversion”) to the Agent not later than (i) 12:00 noon (Pacific time) at least three (3) Business Days in advance of the Continuation/Conversion Date, if the Loans are to be converted into or continued as LIBOR Rate Revolving Loans or LIBOR Rate Trademark Subfacility Loans and (ii) 9:00 a.m. (Pacific time) on the requested Continuation/Conversion Date, if the Loans are to be converted into Base Rate Revolving Loans or continued as LIBO Base Rate Trademark Subfacility Loans, and specifying: (i) the Borrower; (ii) the proposed Continuation/Conversion Date; (iii) the aggregate amount of Loans to be converted or renewed; (iv) the type of Loans resulting from the proposed conversion or continuation; and (v) the duration of the requested Interest Period, provided, however, LS&Co may not select an Interest Period that ends after the Stated Termination Date; provided that in lieu of delivering a Notice of Continuation/Conversion, LS&Co may give the Agent telephonic 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 notice in converting or continuing such Loans, regardless of whether any written confirmation is received. (c) in If upon the case expiration of LIBO any Interest Period applicable to LIBOR Rate Revolving Loans denominated in an Alternate Currencyor LIBOR Rate Trademark Subfacility Loans, continued LS&Co has failed to select timely a new Interest Period to be applicable to LIBOR Rate Revolving Loans or LIBOR Rate Trademark Subfacility Loans or if any Default or Event of Default then exists, the applicable Borrower shall be deemed to have elected to convert such LIBOR Rate Revolving Loans or LIBOR Rate Trademark Subfacility Loans into Base Rate Revolving Loans or Base Rate Trademark Subfacility Loans, respectively, effective as LIBO Rate Loans in the same Currency. In the absence of delivery of a Continuation/Conversion Notice with respect to LIBO Rate Loans (which are Revolving Loans) at least three Business Days’ before the last day of the then current expiration date of such Interest Period with respect thereto,Period. (ad) LIBO Rate Loans denominated in Dollars shall be converted automatically on such last day to Base Rate Loans, and (b) LIBO Rate Loans denominated in an Alternate Currency shall be continued as Loans in the relevant Alternate Currency at a rate per annum equal to the LIBO Alternate Rate for such relevant Currency plus the applicable margin for the shortest available interest period selected by the Agent in its sole discretion (but not later than the Maturity Date). Each such conversion and continuation shall be prorated among the applicable outstanding Loans of all Lenders, and no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Default has occurred and is continuing. The Agent shall will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the applicable interest period respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Lender. (e) There may not be more than ten (10) different LIBOR Rate Revolving Loans and interest rateLIBOR Rate Trademark Subfacility Loans in effect hereunder at any time.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 11:00 a.m. (New York City a.m., Houston time) , on a Business Day, the any Borrower may from time to time irrevocably elect, on not less than one Business Day’s notice in the case of Base Rate Loans, or three nor Business Days’ notice in the case of LIBO Rate Loans, and in either case not more than five Business Days’ notice, that all, or any portion in an aggregate minimum amount of $5,000,000 1,000,000 and an integral multiple of $1,000,000 or the Foreign Currency Equivalent thereof, of the Revolving Loans 500,000 be, (a) in the case of Base Rate Loans, converted into LIBO Rate Loans, (b) or in the case of LIBO Rate Loans denominated in DollarsLoans, be converted into Base Rate Loans or continued as LIBO Rate Loans, or Loans (c) in the case of LIBO Rate Loans denominated in an Alternate Currency, continued as LIBO Rate Loans in the same Currency. In the absence of delivery of a Continuation/Conversion Notice with respect to any LIBO Rate Loans (which are Revolving Loans) Loan at least three Business Days (but not more than five Business Days’ ) before the last day of the then current Interest Period with respect thereto, , such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided that, (a) LIBO Rate Loans denominated in Dollars shall be converted automatically on such last day to Base Rate Loans, and (b) LIBO Rate Loans denominated in an Alternate Currency shall be continued as Loans in the relevant Alternate Currency at a rate per annum equal to the LIBO Alternate Rate for such relevant Currency plus the applicable margin for the shortest available interest period selected by the Agent in its sole discretion (but not later than the Maturity Date). Each each such conversion and or continuation shall be prorated pro rated among the applicable outstanding Loans of all LendersLenders that have made such Loans, and (b) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Default or Borrowing Base Deficiency has occurred and is continuing. The Each such irrevocable request may be made by telephone confirmed promptly by hand delivery or facsimile to the Administrative Agent shall promptly notify each Lender of the applicable interest period and interest rateContinuation/Conversion Notice. The conversion of a Base Rate Loan into a LIBO Rate Loan or a LIBO Rate Loan into a Base Rate Loan shall not constitute a novation of the Loan so converted.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Agent on or before 11:00 12:00 a.m. (New York City time) on a Business Day, the Borrower may from time to time irrevocably elect, on not less than one Business Day's notice in the case of Base Rate Loans, or three nor Business Days' notice in the case of LIBO Rate Loans, and in either case not more than five Business Days’ ' notice, that all, all or any portion (in an aggregate minimum amount with respect to continuations of or conversions into LIBO Rate Loans, prior to the Syndication Date equal to the product of (i) the number of Lenders on the date the relevant Continuation/ Conversion Notice is delivered to the Agent multiplied by (ii) $500,000 and in integral multiples in excess thereof of $5,000,000 100,000, and an from and after the Syndication Date equal to the product of (x) the number of Lenders on the Syndication Date multiplied by (y) $500,000 and in integral multiple multiples in excess thereof of $1,000,000 or the Foreign Currency Equivalent thereof, of the Revolving Loans 100,000) be, (a) in the case of Base Rate Loans, converted into LIBO Rate LoansLoans or be, (b) in the case of LIBO Rate Loans denominated in DollarsLoans, be converted into Base Rate Loans or continued as LIBO Rate Loans, or Loans (c) in the case of LIBO Rate Loans denominated in an Alternate Currency, continued as LIBO Rate Loans in the same Currency. In the absence of delivery of a Continuation/Conversion Notice with respect to any LIBO Rate Loans (which are Revolving Loans) Loan at least three Business Days (but not more than five Business Days’ ) before the last day of the then current Interest Period with respect thereto, , such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided, however, that (a) LIBO Rate Loans denominated in Dollars shall be converted automatically on such last day to Base Rate Loans, and (b) LIBO Rate Loans denominated in an Alternate Currency shall be continued as Loans in the relevant Alternate Currency at a rate per annum equal to the LIBO Alternate Rate for such relevant Currency plus the applicable margin for the shortest available interest period selected by the Agent in its sole discretion (but not later than the Maturity Date). Each each such conversion and or continuation shall be prorated among the applicable outstanding Revolving Loans of all Lenders, and (b) no portion of the outstanding principal amount of any Revolving Loans may be continued as, or be converted into, LIBO Rate Loans when any Default has occurred and is continuing. The Agent shall promptly notify each Lender of , unless the applicable interest period Required Lenders otherwise agree in writing and interest rate(c) no Loans may be continued as, or be converted into, LIBO Rate Loans after the day that is one month prior to the Maturity Date or Revolving Loan Commitment Termination Date, as the case may be.

Continuation and Conversion Elections. By delivering a (a) The Borrower may (provided that the Borrowing of LIBOR Loans is then permitted under Section 2.4(a)(iii)): (i) elect, as of any Business Day, to convert any Base Rate Loans other than Agent Advances and Swingline Loans (or any part thereof in an amount not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof) into LIBOR Loans; and (ii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR 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 $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Loans shall automatically convert into Base Rate Loans; provided, further, that if the Notice of Continuation/Conversion shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower shall deliver a notice of continuation/conversion substantially in the form of Exhibit C (a “Notice of Continuation/Conversion”) to the Agent on or before 11:00 a.m. not later than, (x) 1:00 p.m. (New York City time) on a at least three (3) Business DayDays in advance of the Continuation/Conversion Date if the Loans are to be converted into or continued as LIBOR Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the Class and aggregate principal amount of Loans to be converted or continued; (iii) the Type of Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrower may from time not select an Interest Period that ends after the Stated Termination Date. (c) If, upon the expiration of any Interest Period applicable to time irrevocably electany LIBOR Loans, on not less than three nor more than five Business Days’ noticethe Borrower fails to select timely a new Interest Period to be applicable to such LIBOR Loans, that allthe Borrower shall be deemed to have elected to convert such LIBOR Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, or any portion in an aggregate minimum amount at the election of $5,000,000 and an integral multiple of $1,000,000 the Agent or the Foreign Currency Equivalent thereofRequired Lenders, of the Revolving all LIBOR Loans be, (a) in the case of Base Rate Loans, converted into LIBO Rate Loans, (b) in the case of LIBO Rate Loans denominated in Dollars, shall be converted into Base Rate Loans or continued as LIBO Rate Loans, or (c) in the case of LIBO Rate Loans denominated in an Alternate Currency, continued as LIBO Rate Loans in the same Currency. In the absence of delivery of a Continuation/Conversion Notice with respect to LIBO Rate Loans (which are Revolving Loans) at least three Business Days’ before the last day of the then current expiration date of each applicable Interest Period with respect thereto,Period. (ad) LIBO Rate Loans denominated in Dollars shall be converted automatically on such last day to Base Rate Loans, and (b) LIBO Rate Loans denominated in an Alternate Currency shall be continued as Loans in the relevant Alternate Currency at a rate per annum equal to the LIBO Alternate Rate for such relevant Currency plus the applicable margin for the shortest available interest period selected by the Agent in its sole discretion (but not later than the Maturity Date). Each such conversion and continuation shall be prorated among the applicable outstanding Loans of all Lenders, and no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Default has occurred and is continuing. The Agent shall will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the applicable interest period respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Lender. (e) There may not be more than 15 (fifteen) different LIBOR Loans in effect hereunder at any time (which number may be increased or adjusted by agreement between the Borrower and interest ratethe Agent in connection with any Revolving Credit Commitment Increase or the creation of any Extended Revolving Credit Commitment Facility).

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent by facsimile, email or other method of delivery of notice permitted pursuant to Section 11.2, on or before 11:00 a.m. (New York City time) on a Business Day, the Borrower may from time to time irrevocably elect, elect on not less than three one (1) Business Day nor more than five (5) Business Days’ notice, in the case of Base Rate Loans, and not less than three (3) nor more than five (5) Business Days’ notice, in the case of LIBOR Loans (other than Swingline Loans), that all, or any portion in an aggregate 46267678.11 minimum amount of $5,000,000 1,000,000 and an integral multiple of $1,000,000 or the Foreign Currency Equivalent thereof, of the Revolving Loans be, (a) in the case of Loans (other than Swingline Loans) accruing at the Base Rate LoansRate, converted into LIBO Rate LoansLIBOR Loans or be, (b) in the case of LIBO Rate Loans denominated in DollarsLIBOR Loans, be converted into Base Rate Loans or continued as LIBO Rate Loans, or LIBOR Loans (c) in the case of LIBO Rate Loans denominated in an Alternate Currency, continued as LIBO Rate Loans in the same Currency. In the absence of delivery of a Continuation/Conversion Notice Notice, by facsimile, email or other method of delivery of notice permitted pursuant to Section 11.2, with respect to LIBO Rate Loans (which are Revolving Loans) any LIBOR Loan at least three (3) Business Days (but not more than five (5) Business Days’ ) before the last day of the then current Interest Period with respect thereto, , such Loan shall, on such last day, automatically convert to a Base Rate Loans); provided, however, that (a) LIBO Rate Loans denominated in Dollars shall be converted automatically on such last day to Base Rate Loans, and (b) LIBO Rate Loans denominated in an Alternate Currency shall be continued as Loans in the relevant Alternate Currency at a rate per annum equal to the LIBO Alternate Rate for such relevant Currency plus the applicable margin for the shortest available interest period selected by the Agent in its sole discretion (but not later than the Maturity Date). Each each such conversion and or continuation shall be prorated among the applicable outstanding Loans of all Lenders, (b) upon a Commitment Termination Event or, at the election of the Administrative Agent or the Required Lenders, upon the occurrence and during the continuing of any other Event of Default, no portion of the outstanding principal amount of any Loans may be continued as, or be converted to, LIBOR Loans, (c) no Loans may be continued as, or be converted into, LIBO Rate LIBOR Loans when any Default has occurred for an Interest Period extending beyond the Stated Maturity Date and is continuing. The Agent (d) with respect to LIBOR Loans that have an Interest Period ending on one particular date such Loans shall promptly notify each Lender of not be subject to the applicable interest period integral multiple requirement set forth above (it being understood that, if there are Loans with Interest Periods ending on more than one date, this clause shall only apply to those Loans with an Interest Period ending on one particular date and interest rateno other date).

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Agent on or before 11:00 a.m. (New York City 10:00 a.m., San Francisco time) , on a Business Day, the Borrower Company may from time to time irrevocably elect, on on (a) not less than three nor more than five Business Days’ notice, that all, or any portion in an aggregate minimum amount of $5,000,000 and an integral multiple of $1,000,000 or the Foreign Currency Equivalent thereof, of the Revolving Loans be, Days notice (a) in the case of Base Rate Loans, converted continuations of or conversions into LIBO Rate Loans), or (b) not less than one nor more than five Business Days notice (in the case of conversions into Reference Rate Loans) that all or any portion of any outstanding Revolving Loan be (i) converted into a LIBO Rate Loan, (ii) converted into a Reference Rate Loan, or (iii) continued as a LIBO Rate Loan. All conversions of Revolving Loans that are Reference Rate Loans shall be made pro rata among all such Reference Rate Loans of all Lenders. All conversions or continuations of Revolving Loans that are LIBO Rate Loans denominated in Dollars, shall be converted into Base Rate Loans or continued as LIBO Rate Loans, or (c) in the case of made pro rata among all such LIBO Rate Loans denominated in an Alternate Currency, continued as LIBO Rate Loans in the same Currencyof all Lenders. In the absence of delivery of a Continuation/Conversion Notice with respect to any LIBO Rate Loans (which are Revolving Loans) at least three Business Days’ Loan within the time periods specified above before the last day of the then current Interest Period with respect thereto, (a) , such LIBO Rate Loans denominated in Dollars shall be converted automatically Loan shall, on such last day day, automatically convert to Base a Reference Rate Loans, and (b) LIBO Rate Loans denominated in an Alternate Currency shall be continued as Loans in the relevant Alternate Currency at a rate per annum equal to the LIBO Alternate Rate for such relevant Currency plus the applicable margin for the shortest available interest period selected by the Agent in its sole discretion (but not later than the Maturity Date)Loan. Each such conversion and continuation shall be prorated among the applicable outstanding Loans of all Lenders, and no No portion of the outstanding principal amount of any Loans Revolving Loan may be continued as, or be converted into, a LIBO Rate Loan during the continuation of any Event of Default. No Swingline Loans when any Default has occurred and is continuing. The Agent shall promptly notify each Lender of the applicable interest period and interest ratemay be converted into a LIBO Rate Loan.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 11:00 a.m. (1:00 p.m., New York City time) , on a Business Day, the Borrower may from time to time irrevocably elect, on not less than three nor more than five one (1) Business Days’ notice' notice in the case of any Revolving Loans that are to be continued as, or converted into Base Rate Loans, or three (3) Business Days' notice in the case of any Revolving Loans that are to be continued as, or converted into, LIBO Rate Loans, that all, or any portion in an aggregate minimum amount of $5,000,000 3,000,000 and in integral multiples of $500,000 in excess thereof, in the case of any Revolving Loans that are to be continued as, or converted into, LIBO Rate Loans, or an aggregate minimum amount of $3,000,000 and an integral multiple of $1,000,000 or the Foreign Currency Equivalent 500,000 in excess thereof, in the case of the any Revolving Loans that are to be continued as, or converted into, Base Rate Loans, be, (a) in the case of Base Rate Loans, converted into LIBO Rate Loans or continued as Base Rate Loans, (b) or be, in the case of LIBO Rate Loans denominated in DollarsLoans, be converted into Base Rate Loans or continued as LIBO Rate Loans, or Loans (c) in the case of LIBO Rate Loans denominated in an Alternate Currency, continued as LIBO Rate Loans in the same Currency. In the absence of delivery of a Continuation/Conversion Notice with respect to any LIBO Rate Loans (which are Revolving Loans) Loan at least three (3) Business Days’ Days before the last day of the then current Interest Period with respect thereto, (a) , such LIBO Rate Loans denominated in Dollars shall be converted automatically Loan shall, on such last day to Base Rate Loansday, and (b) LIBO Rate Loans denominated in an Alternate Currency shall automatically be continued as Loans in the relevant Alternate Currency at a rate per annum equal to the LIBO Alternate Rate for such relevant Currency plus the applicable margin for the shortest available interest period selected by the Agent in its sole discretion Loan having an Interest Period of one month); provided, however, that (but not later than the Maturity Date). Each x) each such conversion and or continuation shall be prorated pro rated among the applicable outstanding Revolving Loans of all Lenders, and no portion (y) if any Event of Default is in existence at the applicable time of any proposed continuation of, or conversion into, any LIBO Rate Loans, the Borrower may not elect to have a Revolving Loan converted into or continued as a LIBO Rate Loan and any outstanding LIBO Rate Loans shall be automatically converted on the last day of the outstanding principal amount of any current Interest Period applicable thereto into Base Rate Loans. No more than five (5) LIBO Rate Loans may be continued as, or be converted into, LIBO Rate Loans when outstanding at any Default has occurred and is continuingtime during the term of the Loan. The Administrative Agent shall promptly notify give each Lender prompt notice of the applicable interest period and interest rateany such proposed conversion effecting any of its Loans.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Agent on or before 11:00 a.m. (New York City timea) on a The Borrower may: (i) elect, as of any Business Day, in the Borrower may from time case of Base Rate Loans to time irrevocably elect, on convert any Base Rate Loans (or any part thereof in an amount not less than three nor more than five Business Days’ notice, that all$500,000, or any portion in an aggregate minimum amount of $5,000,000 and an integral multiple of $1,000,000 or the Foreign Currency Equivalent 100,000 in excess thereof) into LIBOR Rate Loans; or (ii) elect, as of the Revolving last day of the applicable Interest Period, to continue any LIBOR Rate Loans behaving Interest Periods expiring on such day (or any part thereof in an amount not less than $500,000, or (a) in the case of Base Rate Revolving Loans, converted into LIBO Rate Loans, that is in an integral multiple of $100,000 in excess thereof and (b) in the case of LIBO Term Loans, that is in an integral multiple of $10,000 in excess thereof); PROVIDED, that if at any time the aggregate amount of LIBOR Rate Loans denominated in Dollarsrespect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $500,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Borrower to continue such Loans as, and convert such Loans into, LIBOR Rate Loans, as the case may be, shall terminate, and provided further that if the notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower shall deliver a notice of continuation/conversion ("NOTICE OF CONTINUATION/CONVERSION") to the Agent not later than 12:00 noon (Dallas, Texas time) at least three (3) Business Days in advance of the Conversion Date or continuation date, if the Loans are to be converted into or continued as LIBOR Rate Loans and specifying: (i) the proposed Conversion Date or continuation date; (ii) the aggregate amount of Loans to be converted or renewed; (iii) the type of Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, PROVIDED, HOWEVER, the Borrower may not select an Interest Period that ends after the Termination Date. (c) If upon the expiration of any Interest Period applicable to LIBOR Rate Loans, the Borrower has failed to select timely a new Interest Period to be applicable to LIBOR Rate Loans or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such LIBOR Rate Loans into Base Rate Loans or continued effective as LIBO Rate Loans, or (c) in the case of LIBO Rate Loans denominated in an Alternate Currency, continued as LIBO Rate Loans in the same Currency. In the absence of delivery of a Continuation/Conversion Notice with respect to LIBO Rate Loans (which are Revolving Loans) at least three Business Days’ before the last day of the then current expiration date of such Interest Period with respect thereto,Period. (ad) LIBO Rate Loans denominated in Dollars shall be converted automatically on such last day to Base Rate Loans, and (b) LIBO Rate Loans denominated in an Alternate Currency shall be continued as Loans in the relevant Alternate Currency at a rate per annum equal to the LIBO Alternate Rate for such relevant Currency plus the applicable margin for the shortest available interest period selected by the Agent in its sole discretion (but not later than the Maturity Date). Each such conversion and continuation shall be prorated among the applicable outstanding Loans of all Lenders, and no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Default has occurred and is continuing. The Agent shall will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the applicable interest period and interest raterespective outstanding principal amounts of the Loans with respect to which the notice was given held by each Lender. (e) There may not be more than 7 different LIBOR Rate Loans in effect hereunder at any time.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent by facsimile, email or other method of delivery of notice permitted pursuant to Section 11.2, on or before 11:00 a.m. (New York City time) on a Business Day, the Borrower may from time to time irrevocably elect, elect on not less than three one (1) Business Day nor more than five (5) Business Days’ notice, in the case of Loans accruing interest at the Base Rate, and not less than three (3) nor more than five (5) Business Days’ notice, in the case of Loans (other than Swingline Loans) accruing interest at LIBOR, that all, or any portion in an aggregate minimum amount of $5,000,000 1,000,000 and an integral multiple of $1,000,000 or the Foreign Currency Equivalent thereof, of the Revolving Loans be, (a) in the case of Loans (other than Swingline Loans) accruing at the Base Rate LoansRate, converted into LIBO Rate LoansLoans accruing interest at LIBOR or be, (b) in the case cause of LIBO Rate Loans denominated in Dollarsaccruing interest at LIBOR, be converted into Loans accruing interest at the Base Rate Loans or continued as LIBO Rate Loans, or Loans accruing interest at LIBOR (c) in the case of LIBO Rate Loans denominated in an Alternate Currency, continued as LIBO Rate Loans in the same Currency. In the absence of delivery of a Continuation/Conversion Notice Notice, by facsimile, email or other method of delivery of notice permitted pursuant to Section 11.2, with respect to LIBO Rate Loans (which are Revolving Loans) any Loan accruing interest at LIBOR at least three (3) Business Days (but not more than five (5) Business Days’ ) before the last day of the then current Interest Period with respect thereto, , such Loan shall, on such last day, automatically convert to a Loan accruing interest at the Base Rate); provided, however, that (a) LIBO Rate Loans denominated in Dollars shall be converted automatically on such last day to Base Rate Loans, and (b) LIBO Rate Loans denominated in an Alternate Currency shall be continued as Loans in the relevant Alternate Currency at a rate per annum equal to the LIBO Alternate Rate for such relevant Currency plus the applicable margin for the shortest available interest period selected by the Agent in its sole discretion (but not later than the Maturity Date). Each each such conversion and or continuation shall be prorated among the applicable outstanding Loans of all Lenders, and (b) no portion of the outstanding principal amount of any Loans may be continued as, or be converted intoto, LIBO Rate Loans accruing interest at LIBOR when any Event of Default has occurred and is continuing. The Agent , unless the Required Lenders otherwise agree in writing, (c) no Loans may be continued as, or be converted into, Loans accruing interest at LIBOR for an Interest Period extending beyond the Stated Maturity Date and (d) with respect to the Loans accruing interest at LIBOR that have an Interest Period ending on one particular date such Loans shall promptly notify each Lender of not be subject to the applicable interest period integral multiple requirement set forth above (it being understood that, if there are Loans with Interest Periods ending on more than one date, this clause shall only apply to those Loans with an Interest Period ending on one particular date and interest rateno other date).

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice (a) Each Borrower may, upon -------------------------------------- irrevocable written notice to the Agent on or before 11:00 a.m. in accordance with Section 3.2(b): (New York City timei) on a elect, as of any Business Day, in the case of Base Rate Loans to convert any such Loans made to such Borrower may from time to time irrevocably elect, on (or any part thereof in an amount not less than three nor more than five Business Days’ notice, that all$1,000,000, or any portion that is in an aggregate minimum amount of $5,000,000 and an integral multiple of $1,000,000 or the Foreign Currency Equivalent in excess thereof) into LIBOR Rate Loans; or (ii) elect, as of the Revolving last day of the applicable Interest Period, to continue any LIBOR Rate Loans bemade to such Borrower having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,000, (a) or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the case aggregate amount of LIBOR Rate Loans in -------- respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans, converted into LIBO and on and after such date the right of such Borrower to continue such Loans as, and convert such Loans into, LIBOR Rate Loans, as the case may be, shall terminate, and provided further that if the notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The applicable Borrower shall deliver a notice of conversion/continuation ("Notice of Continuation/Conversion"), in the case form of LIBO Rate Loans denominated in DollarsExhibit C hereto, to be converted into Base Rate Loans or continued as LIBO Rate Loans, or received by the Agent not later than 11:00 a.m. (c) in the case of LIBO Rate Loans denominated in an Alternate Currency, continued as LIBO Rate Loans in the same Currency. In the absence of delivery of a Continuation/Conversion Notice with respect to LIBO Rate Loans (which are Revolving LoansNew --------- York City time) at least three Business Days’ before the last day Days in advance of the then current Continuation/Conversion Date, if the Loans are to be converted into or continued as LIBOR Rate Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate amount of Loans to be converted or renewed; (iii) the type of Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period with respect thereto, (a) LIBO Rate Loans denominated in Dollars shall be converted automatically on such last day applicable to Base LIBOR Rate Loans, andthe applicable Borrower has failed to select timely a new Interest Period to be applicable to LIBOR Rate Loans or if any Default or Event of Default then exists, such Borrower shall be deemed to have elected to convert such LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (bd) LIBO Rate Loans denominated in an Alternate Currency shall be continued as Loans in the relevant Alternate Currency at a rate per annum equal to the LIBO Alternate Rate for such relevant Currency plus the applicable margin for the shortest available interest period selected by the Agent in its sole discretion (but not later than the Maturity Date). Each such conversion and continuation shall be prorated among the applicable outstanding Loans of all Lenders, and no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Default has occurred and is continuing. The Agent shall will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation. All conversions and continuations shall be made ratably according to the applicable interest period and interest raterespective outstanding principal amounts of the Loans with respect to which the notice was given held by each Lender. (e) During the existence of a Default or Event of Default, the Borrowers may not elect to have a Loan converted into or continued as a LIBOR Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than five different Interest Periods in effect hereunder.

Continuation and Conversion Elections. (a) By delivering a Continuation/Conversion Notice to the Agent on or before 11:00 a.m. (10:30 a.m., New York City time) , on a Business Day, the related Borrower may from time to time irrevocably elect, on a same-day basis for a continuation as or conversion into Reference Rate Loans and on not less than three nor more than five Business Days' notice for a continuation as or conversion into Interbank Rate Loans that all, or any portion in an aggregate minimum amount of $1,000,000 and an integral multiple of $100,000, of any Dollar Loans be, in the case of Reference Rate Loans, converted into Interbank Rate Loans or, in the case of Interbank Rate Loans, or converted into a Reference Rate Loan or continued as a Interbank Rate Loan (in the absence of delivery of a Continuation/Conversion Notice with respect to any Interbank Rate Loan at least three Business Days before the last day of the then current Interest Period with respect thereto, such Interbank Rate Loan shall, on such last day, automatically convert to a Reference Rate Loan); provided, however, that (i) each such conversion or continuation shall be pro rated among the applicable outstanding Dollar Loans of all Lenders, and (ii) no portion of the outstanding principal amount of any Dollar Loans may be continued as, or be converted into, Interbank Rate Loans when any Default has occurred and is continuing. Conversion of an Interbank Rate Loan to a Reference Rate Loan may occur only at the end of the relevant Interest Period for such Interbank Rate Loan. (b) By delivering a Continuation/Conversion Notice to the Agent on or before 10:30 a.m., New York time, on a Business Day, the related Borrower may from time to time irrevocably elect, on not less than three nor more than five Business Days’ notice, ' notice that all, or any portion in an aggregate minimum amount Dollar Amount of $5,000,000 100,000 and an integral multiple of $1,000,000 or the Foreign Currency Equivalent thereof100,000, of the Revolving any Sterling Loans be, be continued as a Loan (a) in the case absence of Base Rate Loansa delivery of a Continuation/Conversion Notice with respect to any Sterling Loan at least three Business Days before the last day of the then current interest Period with respect thereto, converted into LIBO Rate Loanssuch Sterling Loan shall, (b) in the case on such last day, automatically be deemed to be subject to an Interest Period of LIBO Rate Loans denominated in Dollars, be converted into Base Rate Loans or continued as LIBO Rate Loans, or one month). (c) in By delivering a Continuation/Conversion Notice to the case of LIBO Rate Loans denominated Agent on or before 10:30 a.m., New York time, on a Business Day, the related Borrower may from time to time irrevocably elect, on not less than three nor more than five Business Days' notice that all, or any portion in an Alternate Currencyaggregate minimum Dollar Amount of $100,000 and an integral multiple of $100,000, of any FF Loans be continued as LIBO Rate Loans a Loan (in the same Currency. In the absence of delivery of a Continuation/Conversion Notice with respect to LIBO Rate Loans (which are Revolving Loans) any FF Loan at least three Business Days’ Days before the last day of the then current Interest Period with respect thereto, (a) LIBO Rate Loans denominated in Dollars shall be converted automatically , such FF Loan shall, on such last day day, automatically be deemed to Base Rate Loans, andbe subject to an Interest Period of one month). (bd) LIBO Rate Loans denominated By delivering a Continuation/Conversion Notice to the Agent on or before 10:30 a.m. New York time, on a Business Day, the related Borrower may from time to time irrevocably elect, on not less than three nor more than five Business Days' notice that all, or any portion in an Alternate Currency shall aggregate minimum Dollar Amount of $100,000 and an integral multiple of $100,000, of any DM Loans be continued as Loans a Loan (in the relevant Alternate Currency absence of delivery of a Continuation/Conversion Notice with respect to any DM Loan at a rate per annum equal to least three Business Days before the LIBO Alternate Rate for such relevant Currency plus the applicable margin for the shortest available interest period selected by the Agent in its sole discretion (but not later than the Maturity Date). Each such conversion and continuation shall be prorated among the applicable outstanding Loans of all Lenders, and no portion last day of the outstanding principal amount then current Interest Period with respect thereto, such DM Loan shall, on such last day, automatically be deemed to be subject to an Interest Period of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Default has occurred and is continuing. The Agent shall promptly notify each Lender of the applicable interest period and interest rateone month).

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice (a) The Borrower may, upon irrevocable written notice to the Agent on or before 11:00 a.m. in accordance with SECTION 3.2(b): (New York City timei) on a elect, as of any Business Day, in the Borrower may from time case of Base Rate Loans to time irrevocably elect, on convert any such Loans (or any part thereof in an amount not less than three nor more than five Business Days’ notice, that all$10,000,000, or any portion that is in an aggregate minimum amount of $5,000,000 and an integral multiple of $1,000,000 or the Foreign Currency Equivalent in excess thereof, of the Revolving Loans be, (a) in the case of Base into LIBOR Rate Loans; or (ii) elect, converted into LIBO Rate Loans, (b) in the case as of LIBO Rate Loans denominated in Dollars, be converted into Base Rate Loans or continued as LIBO Rate Loans, or (c) in the case of LIBO Rate Loans denominated in an Alternate Currency, continued as LIBO Rate Loans in the same Currency. In the absence of delivery of a Continuation/Conversion Notice with respect to LIBO Rate Loans (which are Revolving Loans) at least three Business Days’ before the last day of the then current applicable Interest Period, to continue any LIBOR Rate 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 $1,000,000 in excess thereof); PROVIDED, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Borrower to continue such Loans as, and convert such Loans into, LIBOR Rate Loans, as the case may be, shall terminate, and provided further that if the notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower shall deliver a notice of conversion/continuation ("Notice of Continuation/Conversion") to be received by the Agent not later than noon (Chicago time) at least three (3) Business Days in advance of the Continuation/Conversion Date, if the Loans are to be converted into or continued as LIBOR Rate Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate amount of Loans to be converted or renewed; (iii) the type of Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, PROVIDED, HOWEVER, the Borrower may not select an Interest Period with respect thereto,to any portion of the Loans which extends beyond the Stated Termination Date. (ac) LIBO Rate Loans denominated in Dollars shall be converted automatically on such last day If upon the expiration of any Interest Period applicable to Base LIBOR Rate Loans, andthe Borrower has failed to select timely a new Interest Period to be applicable to LIBOR Rate Loans or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (bd) LIBO Rate Loans denominated in an Alternate Currency shall be continued as Loans in the relevant Alternate Currency at a rate per annum equal to the LIBO Alternate Rate for such relevant Currency plus the applicable margin for the shortest available interest period selected by the Agent in its sole discretion (but not later than the Maturity Date). Each such conversion and continuation shall be prorated among the applicable outstanding Loans of all Lenders, and no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Default has occurred and is continuing. The Agent shall will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation. All conversions and continuations shall be made ratably according to the applicable interest period and interest raterespective outstanding principal amounts of the Loans with respect to which the notice was given held by each Lender. (e) During the existence of a Default or Event of Default, the Borrower may not elect to have a Loan converted into or continued as a LIBOR Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than fifteen (15) different Interest Periods in effect hereunder.

Continuation and Conversion Elections. By delivering a Continuation/Continuation/ Conversion Notice to the Agent on or before 11:00 10:00 a.m. (New York City time) on a Business Day, the Borrower may from time to time irrevocably electelect on one Business Day's notice, on not less than in the case of Base Rate Loans, and three nor more than five Business Days’ ' notice, in the case of LIBO Rate Loans, that all, or any portion in an aggregate minimum amount of $5,000,000 and an integral multiple of $1,000,000 or the Foreign Currency Equivalent thereof, of the Revolving Loans be, (a) in the case of Base Rate Loans, converted into LIBO Rate LoansLoans or be, (b) in the case of LIBO Rate Loans denominated in DollarsLoans, be converted into Base Rate Loans or continued as LIBO Rate Loans, or Loans (c) in the case of LIBO Rate Loans denominated in an Alternate Currency, continued as LIBO Rate Loans in the same Currency. In the absence of delivery of a Continuation/Conversion Notice with respect to any LIBO Rate Loans (which are Revolving Loans) Loan at least three Business Days (but not more than five Business Days’ ) before the last day of the then current Interest Period with respect thereto, , such LIBO Rate Loan shall, on such last day, automatically be continued as a LIBO Rate Loan); provided, however, that (a) LIBO Rate Loans denominated in Dollars shall be converted automatically on such last day to Base Rate Loans, and (b) LIBO Rate Loans denominated in an Alternate Currency shall be continued as Loans in the relevant Alternate Currency at a rate per annum equal to the LIBO Alternate Rate for such relevant Currency plus the applicable margin for the shortest available interest period selected by the Agent in its sole discretion (but not later than the Maturity Date). Each each such conversion and or continuation shall be prorated among the applicable outstanding Loans of all Lenders, and (b) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Default has occurred and is continuing. The Agent , unless the Required Lenders otherwise agree in writing, (c) no Loans may be continued as, or be converted into, LIBO Rate Loans after the day that is one month prior to the Stated Maturity Date and (d) if the aggregate amount of LIBO Rate Loans in respect of any Borrowing is reduced by payment, prepayment or conversion to be less than $5,000,000 such LIBO Rate Loans shall promptly notify each Lender of the applicable interest period and interest rateautomatically convert to Base Rate Loans.

Continuation and Conversion Elections. By delivering a Continuation/Continuation/ Conversion Notice to the Agent on or before 11:00 10:00 a.m. (New York City time) on a Business Day, the Borrower Representative may from time to time irrevocably elect, on not less than one Business Day's notice, in the case of Base Rate Loans, or three nor more than five Business Days’ ' notice, in the case of LIBO Rate Loans, notice, that all, or any portion in an aggregate minimum amount of $5,000,000 500,000 and an integral multiple of $1,000,000 or the Foreign Currency Equivalent thereof, of the Revolving Loans 100,000 be, (a) in the case of Base Rate Loans, converted into LIBO Rate LoansLoans or be, (b) in the case of LIBO Rate Loans denominated in DollarsLoans, be converted into Base Rate Loans or continued as LIBO Rate Loans, or Loans (c) in the case of LIBO Rate Loans denominated in an Alternate Currency, continued as LIBO Rate Loans in the same Currency. In the absence of delivery of a Continuation/Conversion Notice with respect to any LIBO Rate Loans (which are Revolving Loans) Loan at least three Business Days (but not more than five Business Days’ ) before the last day of the then current Interest Period with respect thereto, , such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided, however, that (a) LIBO Rate Loans denominated in Dollars shall be converted automatically on such last day to Base Rate Loans, and (b) LIBO Rate Loans denominated in an Alternate Currency shall be continued as Loans in the relevant Alternate Currency at a rate per annum equal to the LIBO Alternate Rate for such relevant Currency plus the applicable margin for the shortest available interest period selected by the Agent in its sole discretion (but not later than the Maturity Date). Each each such conversion and or continuation shall be prorated among the applicable outstanding Loans of all Lenders, and (b) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Default has occurred and is continuing. The Agent , unless the Required Lenders otherwise agree in writing, (c) no Loans may be continued as, or be converted into, LIBO Rate Loans after the day that is one month prior to the Stated Maturity Date and (d) if the aggregate amount of LIBO Rate Loans in respect of any Borrowing is reduced by payment, prepayment or conversion to be less than $500,000 such LIBO Rate Loans shall promptly notify each Lender of the applicable interest period and interest rateautomatically convert to Base Rate Loans.

Continuation and Conversion Elections. By delivering a Continuation/Continuation/ Conversion Notice to the Administrative Agent on or before 11:00 a.m. (10:00 a.m., New York City time) , on a Business Day, the Borrower may from time to time irrevocably elect, on not less than one Business Days' notice in the case of any Loans that are to be converted into Base Rate Loans, or three nor Business Days' notice in the case of any Loans that are to be continued as, or converted into, LIBO Rate Loans, and in either case not more than five Business Days’ ' notice, that all, or any portion in an aggregate minimum amount of $5,000,000 and an integral multiple of $1,000,000 250,000, in the case of any Loans that are to be continued as, or converted into, LIBO Rate Loans, or an aggregate minimum amount of $3,000,000 and an integral multiple of $250,000, in the Foreign Currency Equivalent thereofcase of any Loans that are to be converted into Base Rate Loans, of the Revolving Loans be, (a) in the case of Base Rate Loans, converted into LIBO Rate LoansLoans or be, (b) in the case of LIBO Rate Loans denominated in DollarsLoans, be converted into Base Rate Loans or continued as LIBO Rate Loans, or Loans (c) in the case of LIBO Rate Loans denominated in an Alternate Currency, continued as LIBO Rate Loans in the same Currency. In the absence of delivery of a Continuation/Conversion Notice with respect to any LIBO Rate Loans (which are Revolving Loans) Loan at least three Business Days (but not more than five Business Days’ ) before the last day of the then current Interest Period with respect thereto, (a) , such LIBO Rate Loans denominated in Dollars shall be converted automatically Loan shall, on such last day to Base Rate Loansday, and (b) LIBO Rate Loans denominated in an Alternate Currency shall automatically be continued as Loans in the relevant Alternate Currency at a rate per annum equal to the LIBO Alternate Rate for such relevant Currency plus the applicable margin for the shortest available interest period selected by the Agent in its sole discretion Loan having an Interest Period of one month); provided, however, that (but not later than the Maturity Date). Each x) each such conversion and or continuation shall be prorated pro rated among the applicable outstanding Loans of all LendersLenders that have made such Loans, and no portion of (y) if any Default is in existence at the outstanding principal amount applicable time of any Loans may be continued asproposed continuation of, or be converted conversion into, any LIBO Rate Loans when and the Administrative Agent has, or the Required Lenders have, determined in its or their sole discretion not to permit such continuation or conversion and have notified the Borrower telephonically or in writing thereof, the Borrower may not elect to have a Loan converted into or continued as a LIBO Rate Loan and any Default has occurred and is continuing. The Agent outstanding LIBO Rate Loans shall promptly notify each Lender be automatically converted on the last day of the current Interest Period applicable interest period and interest ratethereto into a Base Rate Loan.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 11:00 a.m. (10:00 a.m., New York City time) , on a Business Day, the Borrower may from time to time irrevocably elect, on not less than one Business Days' notice in the case of any Loans that are to be converted into Base Rate Loans, or three nor Business Days' notice in the case of any Loans that are to be continued as, or converted into, LIBO Rate Loans, and in either case not more than five Business Days’ ' notice, that all, or any portion in an aggregate minimum amount of $5,000,000 and an integral multiple of $1,000,000 250,000, in the case of any Loans that are to be continued as, or converted into, LIBO Rate Loans, or an aggregate minimum amount of $5,000,000 and an integral multiple of $250,000, in the Foreign Currency Equivalent thereofcase of any Loans that are to be converted into Base Rate Loans, of the Revolving Loans be, (a) in the case of Base Rate Loans, converted into LIBO Rate LoansLoans or be, (b) in the case of LIBO Rate Loans denominated in DollarsLoans, be converted into Base Rate Loans or continued as LIBO Rate Loans, or Loans (c) in the case of LIBO Rate Loans denominated in an Alternate Currency, continued as LIBO Rate Loans in the same Currency. In the absence of delivery of a Continuation/Conversion Notice with respect to any LIBO Rate Loans (which are Revolving Loans) Loan at least three Business Days (but not more than five Business Days’ ) before the last day of the then current Interest Period with respect thereto, (a) , such LIBO Rate Loans denominated in Dollars shall be converted automatically Loan shall, on such last day to Base Rate Loansday, and (b) LIBO Rate Loans denominated in an Alternate Currency shall automatically be continued as Loans in the relevant Alternate Currency at a rate per annum equal to the LIBO Alternate Rate for such relevant Currency plus the applicable margin for the shortest available interest period selected by the Agent in its sole discretion Loan having an Interest Period of one month); PROVIDED, HOWEVER, that (but not later than the Maturity Date). Each x) each such conversion and or continuation shall be prorated pro rated among the applicable outstanding Loans of all LendersLenders that have made such Loans, and no portion of (y) if any Default is in existence at the outstanding principal amount applicable time of any Loans may be continued asproposed continuation of, or be converted conversion into, any LIBO Rate Loans when and the Administrative Agent has, or the Required Lenders have, determined in its or their sole discretion not to permit such continuation or conversion and have notified the Borrower telephonically or in writing thereof, the Borrower may not elect to have a Loan converted into or continued as a LIBO Rate Loan and any Default has occurred and is continuing. The Agent outstanding LIBO Rate Loans shall promptly notify each Lender be automatically converted on the last day of the current Interest Period applicable interest period and interest ratethereto into a Base Rate Loan.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice (a) The Borrower may, upon irrevocable written notice to the Agent on or before 11:00 a.m. Co-Agents in accordance with Section 3.2(b): (New York City timei) on a elect, as of any Business Day, in the Borrower may from time case of Base Rate Loans to time irrevocably elect, on convert any such Loans (or any part thereof in an amount not less than three nor more than five Business Days’ notice, that all$3,000,000, or any portion that is in an aggregate minimum amount of $5,000,000 and an integral multiple of $1,000,000 or the Foreign Currency Equivalent in excess thereof, of the Revolving Loans be, (a) in the case of Base into LIBOR Rate Loans; or (ii) elect, converted into LIBO Rate Loans, (b) in the case as of LIBO Rate Loans denominated in Dollars, be converted into Base Rate Loans or continued as LIBO Rate Loans, or (c) in the case of LIBO Rate Loans denominated in an Alternate Currency, continued as LIBO Rate Loans in the same Currency. In the absence of delivery of a Continuation/Conversion Notice with respect to LIBO Rate Loans (which are Revolving Loans) at least three Business Days’ before the last day of the then current applicable Interest Period with respect thereto, (a) LIBO Period, to continue any LIBOR Rate Loans denominated in Dollars shall be converted automatically having Interest Periods expiring on such last day (or any part thereof in an amount not less than $3,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $3,000,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans, andand on and after such date the right of the Borrower to continue such Loans as, and convert such Loans into, LIBOR Rate Loans, as the case may be, shall terminate, and provided further that if the notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) LIBO Rate Loans denominated in an Alternate Currency The Borrower shall be continued as Loans deliver a notice of conversion/continuation in the relevant Alternate Currency at a rate per annum equal form attached hereto as Exhibit E,("Notice of Continuation/Conversion") to the LIBO Alternate Rate for such relevant Currency plus the applicable margin for the shortest available interest period selected be received by the Agent in its sole discretion (but Co- Agents not later than 10:00 a.m. (California time) at least three (3) Business Days in advance of the Maturity Continuation/Conversion Date). Each , if the Loans are to be converted into or continued as LIBOR Rate Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate amount of Loans to be converted or renewed; (iii) the type of Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to any LIBOR Rate Loans, the Borrower has failed to select timely a new Interest Period to be applicable such conversion and continuation LIBOR Rate Loans or if any Default or Event of Default then exists, the Borrower shall be prorated among the applicable outstanding deemed to have elected to convert such LIBOR Rate Loans of all Lenders, and no portion into Base Rate Loans effective as of the outstanding principal amount expiration date of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Default has occurred and is continuing. such Interest Period. (d) The Administrative Agent shall will promptly notify each Lender of the applicable interest period its receipt of a Notice of Conversion/Continuation. All conversions and interest rate.continuations shall be made

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 11:00 a.m. (1:00 p.m., New York City time) , on a Business Day, the Borrower may from time to time irrevocably elect, on not less than three nor more than five one (1) Business Days’ noticenotice in the case of any Revolving Loans that are to be continued as, or converted into Base Rate Loans, or three (3) Business Days’ notice in the case of any Revolving Loans that are to be continued as, or converted into, LIBO Rate Loans, that all, or any portion in an aggregate minimum amount of $5,000,000 3,000,000 and in integral multiples of $500,000 in excess thereof, in the case of any Revolving Loans that are to be continued as, or converted into, LIBO Rate Loans, or an aggregate minimum amount of $3,000,000 and an integral multiple of $1,000,000 or the Foreign Currency Equivalent 500,000 in excess thereof, in the case of the any Revolving Loans that are to be continued as, or converted into, Base Rate Loans, be, (a) in the case of Base Rate Loans, converted into LIBO Rate Loans or continued as Base Rate Loans, (b) or be, in the case of LIBO Rate Loans denominated in DollarsLoans, be converted into Base Rate Loans or continued as LIBO Rate Loans, or Loans (c) in the case of LIBO Rate Loans denominated in an Alternate Currency, continued as LIBO Rate Loans in the same Currency. In the absence of delivery of a Continuation/Conversion Notice with respect to any LIBO Rate Loans (which are Revolving Loans) Loan at least three (3) Business Days’ Days before the last day of the then current Interest Period with respect thereto, (a) , such LIBO Rate Loans denominated in Dollars shall be converted automatically Loan shall, on such last day to Base Rate Loansday, and (b) LIBO Rate Loans denominated in an Alternate Currency shall automatically be continued as Loans in the relevant Alternate Currency at a rate per annum equal to the LIBO Alternate Rate for such relevant Currency plus the applicable margin for the shortest available interest period selected by the Agent in its sole discretion Loan having an Interest Period of one (but not later than the Maturity Date1) month). Each ; provided, however, that (x) each such conversion and or continuation shall be prorated pro rated among the applicable outstanding Revolving Loans of all Lenders, and no portion (y) if any Event of Default is in existence at the applicable time of any proposed continuation of, or conversion into, any LIBO Rate Loans, the Borrower may not elect to have a Revolving Loan converted into or continued as a LIBO Rate Loan and any outstanding LIBO Rate Loans shall be automatically converted on the last day of the outstanding principal amount of any current Interest Period applicable thereto into Base Rate Loans. No more than five (5) LIBO Rate Loans may be continued as, or be converted into, LIBO Rate Loans when outstanding at any Default has occurred and is continuingtime during the term of the Loan. The Administrative Agent shall promptly notify give each Lender prompt notice of the applicable interest period and interest rateany such proposed conversion affecting any of its Loans.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 11:00 a.m. (noon, New York City time) , on a Business Day, the Borrower may from time to time irrevocably elect, on not less than one Business Day’s notice in the case of Base Rate Loans, or three nor Business Days’ notice in the case of LIBO Rate Loans, and in either case not more than five Business Days’ notice, that all, or any portion in an aggregate minimum amount of $5,000,000 1,000,000 and an integral multiple of $1,000,000 (except in connection with the continuation or the Foreign Currency Equivalent thereof, conversion of the Revolving Loans entire amount of the relevant Borrowing) be, (a) in the case of Base Rate Loans, converted into LIBO Rate Loans, (b) or in the case of LIBO Rate Loans denominated in DollarsLoans, be converted into Base Rate Loans or continued as LIBO Rate Loans, or Loans (c) in the case of LIBO Rate Loans denominated in an Alternate Currency, continued as LIBO Rate Loans in the same Currency. In the absence of delivery of a Continuation/Conversion Notice with respect to any LIBO Rate Loans (which are Revolving Loans) Loan at least three Business Days (but not more than five Business Days’ ) before the last day of the then current Interest Period with respect thereto, , such LIBO Rate Loan shall, on such last day, automatically convert to a one-month LIBO Rate Loan); provided that, (a) LIBO Rate Loans denominated in Dollars shall be converted automatically on such last day to Base Rate Loans, and (b) LIBO Rate Loans denominated in an Alternate Currency shall be continued as Loans in the relevant Alternate Currency at a rate per annum equal to the LIBO Alternate Rate for such relevant Currency plus the applicable margin for the shortest available interest period selected by the Agent in its sole discretion (but not later than the Maturity Date). Each each such conversion and or continuation shall be prorated pro rated among the applicable outstanding Loans of all LendersLenders that have made such Loans, and (b) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Default or Borrowing Base Deficiency has occurred and is continuing. The Each such irrevocable request may be made by telephone confirmed promptly by hand delivery, electronic mail or facsimile to the Administrative Agent shall promptly notify each Lender of the applicable interest period and interest rateContinuation/Conversion Notice. The conversion of a Base Rate Loan into a LIBO Rate Loan or a LIBO Rate Loan into a Base Rate Loan shall not effect a novation of the Loan so converted.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice (a) The Borrowers may, upon irrevocable written notice to the Agent on or before 11:00 a.m. in accordance with SECTION 3.2(B): (New York City timei) on a elect, as of any Business Day, in the Borrower may from time case of Base Rate Loans to time irrevocably elect, on convert any such Loans (or any part thereof in an amount not less than three nor more than five Business Days’ notice, that all$1,000,000, or any portion that is in an aggregate minimum amount of $5,000,000 and an integral multiple of $1,000,000 or the Foreign Currency Equivalent in excess thereof, of the Revolving Loans be, (a) in the case of Base into LIBOR Rate Loans; or (ii) elect, converted into LIBO Rate Loans, (b) in the case as of LIBO Rate Loans denominated in Dollars, be converted into Base Rate Loans or continued as LIBO Rate Loans, or (c) in the case of LIBO Rate Loans denominated in an Alternate Currency, continued as LIBO Rate Loans in the same Currency. In the absence of delivery of a Continuation/Conversion Notice with respect to LIBO Rate Loans (which are Revolving Loans) at least three Business Days’ before the last day of the then current applicable Interest Period, to continue any LIBOR Rate 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 $1,000,000 in excess thereof); PROVIDED, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Borrowers to continue such Loans as, and convert such Loans into, LIBOR Rate Loans, as the case may be, shall terminate, and PROVIDED FURTHER that if the notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The applicable Borrower shall deliver a notice of continuation/conversion ("Notice of Continuation/Conversion") to be received by the Agent not later than 11:00 am. (Atlanta time) at least three (3) Business Days in advance of the Continuation/Conversion Date, if the Loans are to be converted into or continued as LIBOR Rate Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate amount of Loans to be converted or renewed; (iii) the type of Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, PROVIDED, HOWEVER, the Borrower may not select an Interest Period with respect thereto,to any portion of the Term Loans which extends beyond an installment payment date for the Term Loans unless, after giving effect to such election, the portion of the Term Loans not subject to Interest Periods ending after such installment payment date is equal to or greater than the principal due on such installment payment date. (ac) LIBO Rate Loans denominated in Dollars shall be converted automatically on such last day If upon the expiration of any Interest Period applicable to Base LIBOR Rate Loans, andthe applicable Borrower has failed to select timely a new Interest Period to be applicable to LIBOR Rate Loans or if any Default or Event of Default then exists, such Borrower shall be deemed to have elected to convert such LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (bd) LIBO Rate Loans denominated in an Alternate Currency shall be continued as Loans in the relevant Alternate Currency at a rate per annum equal to the LIBO Alternate Rate for such relevant Currency plus the applicable margin for the shortest available interest period selected by the Agent in its sole discretion (but not later than the Maturity Date). Each such conversion and continuation shall be prorated among the applicable outstanding Loans of all Lenders, and no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Default has occurred and is continuing. The Agent shall will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the applicable interest period and interest raterespective outstanding principal amounts of the Loans with respect to which the notice was given held by each Lender. (e) During the existence of a Default or Event of Default, the Borrowers may not elect to have a Loan converted into or continued as a LIBOR Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than six (6) different Interest Periods in effect hereunder.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Agent on or before 11:00 a.m. (New York City timea) on a The Borrower may: (i) elect, as of any Business Day, the Borrower may from time to time irrevocably elect, on not less than three nor more than five Business Days’ notice, that all, or any portion in an aggregate minimum amount of $5,000,000 and an integral multiple of $1,000,000 or the Foreign Currency Equivalent thereof, of the Revolving Loans be, (a) in the case of Base Rate Loans, converted into LIBO Rate Loans, (b) in the case of LIBO Rate Loans denominated in Dollars, be converted into to convert any Base Rate Loans (or continued as LIBO any part thereof in an amount not less than $2,500,000, or that is in an integral multiple of $500,000 in excess thereof) into LIBOR Rate Loans; or (ii) elect, or (c) in the case as of LIBO Rate Loans denominated in an Alternate Currency, continued as LIBO Rate Loans in the same Currency. In the absence of delivery of a Continuation/Conversion Notice with respect to LIBO Rate Loans (which are Revolving Loans) at least three Business Days’ before the last day of the then current applicable Interest Period with respect thereto, (a) LIBO Period, to continue any LIBOR Rate Loans denominated in Dollars shall be converted automatically having Interest Periods expiring on such last day (or any part thereof in an amount not less than $2,500,000, or that is in an integral multiple of $500,000 in excess thereof); PROVIDED, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans; PROVIDED FURTHER that if the notice shall fail to specify the duration of the Interest Period, andsuch Interest Period shall be one month. (b) LIBO Rate Loans denominated in an Alternate Currency The Borrower shall be continued as Loans in the relevant Alternate Currency at a rate per annum equal deliver by telephonic facsimile notice of continuation/conversion ("NOTICE OF CONTINUATION/CONVERSION") to the LIBO Alternate Rate for such relevant Currency plus the applicable margin for the shortest available interest period selected by the Agent in its sole discretion (but not later than 5:00 p.m. (Atlanta, Georgia time) at least two (2) Business Days in advance of the Maturity Continuation/Conversion Date). Each such , if the Loans are to be converted into or continued as LIBOR Rate Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate amount of Loans to be converted or renewed; (iii) the type of Loans resulting from the proposed conversion and continuation or continuation; and (iv) the duration of the requested Interest Period, PROVIDED, HOWEVER, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If upon the expiration of any Interest Period applicable to LIBOR Rate Loans, the Borrower has failed to select timely a new Interest Period to be applicable to LIBOR Rate Loans or if any Default or Event of Default then exists, the Borrower shall be prorated among the applicable outstanding deemed to have elected to convert such LIBOR Rate Loans of all Lenders, and no portion into Base Rate Loans effective as of the outstanding principal amount expiration date of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Default has occurred and is continuing. such Interest Period. (d) The Agent shall will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the applicable interest period and interest raterespective outstanding principal amounts of the Loans with respect to which the notice was given held by each Lender. (e) There may not be more than seven (7) different LIBOR Rate Loans in effect hereunder at any time.

Continuation and Conversion Elections. By delivering a Continuationcontinuation/Conversion Notice conversion notice to the Agent Bank on or before 11:00 a.m. (10:00 a.m., New York City time) , on a Business Day, the Borrower may from time to time irrevocably elect, on not less than three two nor more than five Business Days’ ' notice, that all, or any portion in an aggregate minimum amount of $5,000,000 1,000,000 and an integral multiple multiples of $1,000,000 500,000 of any Prime Rate Loan or of a LIBOR Rate Loan be converted on the Foreign Currency Equivalent thereoflast day of an Interest Period into a LIBOR Rate Loan with a different Interest Period, or continued on the last day of an Interest Period as a LIBOR Rate Loan with a similar Interest Period, provided, however, that no portion of the Revolving Loans be, (a) in the case outstanding principal amount of Base Rate Loans, converted into LIBO Rate Loans, (b) in the case of LIBO any LIBOR Rate Loans denominated in Dollars, may be converted into Base to, or continued as, LIBOR Rate Loans when any Default or continued as LIBO Event of Default has occurred and is continuing, and no portion of the outstanding principal amount of any LIBOR Rate LoansLoans may be converted to LIBOR Rate Loans of a different duration if such LIBOR Rate Loans relate to any Hedging Obligations. If any Default or Event of Default has occurred and is continuing (if the Bank does not otherwise elect to exercise any right to accelerate the Loans it is granted hereunder), or (c) in the case of LIBO Rate Loans denominated in an Alternate Currency, continued as LIBO Rate Loans in the same Currency. In the absence of delivery of a Continuationcontinuation/Conversion Notice conversion notice with respect to LIBO any LIBOR Rate Loans (which are Revolving Loans) Loan at least three two Business Days’ Days before the last day of the then current Interest Period with respect thereto, (a) LIBO , each maturing LIBOR Rate Loans denominated in Dollars Loan shall be converted automatically on such last day to Base Rate Loans, and (b) LIBO Rate Loans denominated in an Alternate Currency shall be continued as Loans in the relevant Alternate Currency at a rate per annum equal to the LIBO Alternate Prime Rate for such relevant Currency plus the applicable margin for the shortest available interest period selected by the Agent in its sole discretion (but not later than the Maturity Date). Each such conversion and continuation shall be prorated among the applicable outstanding Loans of all Lenders, and no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Default has occurred and is continuing. The Agent shall promptly notify each Lender of the applicable interest period and interest rateLoan.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice prior telephonic notice to the Administrative Agent on or before 11:00 a.m. (New York City time) on a Business DayDay (such notice to be confirmed in writing within 24 hours thereafter by delivery of a Continuation/Conversion Notice), the any Borrower may from time to time irrevocably elect, : Table of Contents (a) on not less than three nor more than five Business Days’ notice, the conversion of any Base Rate Loan into one or more LIBOR Rate Loans denominated in Dollars or the continuation of any LIBOR Rate Loan denominated in Dollars as a LIBOR Rate Loan so denominated; and (b) on not less than five nor more than ten Business Days’ notice, the continuation of any LIBOR Rate Loan denominated in an Alternate Currency as a LIBOR Rate Loan denominated in such Alternate Currency; provided that all, or any portion of any Loan which is continued or converted hereunder shall be in an aggregate a minimum amount of $5,000,000 1,000,000 and in an integral multiple amount of $1,000,000 or the Foreign Currency Equivalent thereof, of the Revolving Loans be, (a) 1,000,000; and provided further that in the case absence of Base prior notice (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice) with respect to any LIBOR Rate Loans, converted into LIBO Rate Loans, (b) in the case of LIBO Rate Loans Loan denominated in DollarsDollars at least three Business Days (or, be converted into Base with respect to any LIBOR Rate Loans or continued as LIBO Rate Loans, or (c) in the case of LIBO Rate Loans Loan denominated in an Alternate Currency, continued as LIBO Rate Loans in the same Currency. In the absence of delivery of a Continuation/Conversion Notice with respect to LIBO Rate Loans (which are Revolving Loans) at least three five Business Days’ ) before the last day of the then current Interest Period with respect thereto, (a) LIBO , such LIBOR Rate Loans denominated in Dollars shall be converted automatically Loan shall, on such last day day, automatically convert to a Base Rate Loans, and Loan; provided that (bi) LIBO Rate Loans denominated in an Alternate Currency shall be continued as Loans in the relevant Alternate Currency at a rate per annum equal to the LIBO Alternate Rate for such relevant Currency plus the applicable margin for the shortest available interest period selected by the Agent in its sole discretion (but not later than the Maturity Date). Each each such conversion and or continuation shall be prorated pro rated among the applicable outstanding Loans of all LendersLenders that have made such Loans, and (ii) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO LIBOR Rate Loans when any Default has occurred and is continuing. The Agent shall promptly notify each Lender of the applicable interest period and interest rate.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice (a) A Borrower may, upon irrevocable written notice to the Agent on or before 11:00 a.m. in accordance with Section 2.2(b): (New York City timei) on a elect, as of any Business Day, in the Borrower may from time case of Base Rate Loans to time irrevocably elect, on convert any such Base Rate Loans (or any part thereof in an amount not less than three nor more than five Business Days’ notice, that all$5,000,000, or any portion that is in an aggregate minimum amount of $5,000,000 and an integral multiple of $1,000,000 or the Foreign Currency Equivalent in excess thereof) into LIBOR Rate Loans; (ii) elect, as of the Revolving Loans beany Business Day subject to Section 4.4, (a) in the case of LIBOR Rate Loans to convert any such LIBOR Rate Loans into Base Rate Loans; or (iii) elect, converted into LIBO Rate Loans, (b) in the case as of LIBO Rate Loans denominated in Dollars, be converted into Base Rate Loans or continued as LIBO Rate Loans, or (c) in the case of LIBO Rate Loans denominated in an Alternate Currency, continued as LIBO Rate Loans in the same Currency. In the absence of delivery of a Continuation/Conversion Notice with respect to LIBO Rate Loans (which are Revolving Loans) at least three Business Days’ before the last day of the then current applicable Interest Period with respect thereto, (a) LIBO Period, to continue any LIBOR Rate Loans denominated in Dollars shall be converted automatically having Interest Periods expiring on such last day (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000, in excess thereof) as LIBOR Rate Loans; provided, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Rate Loans shall, effective as of the expiration date of the applicable Interest Period, automatically convert into Base Rate Loans; provided, andfurther, that if the notice shall fail to specify the duration of the Interest Period of any LIBOR Rate Loan, such Interest Period shall be one month. (b) LIBO The Borrowers shall deliver a notice of continuation/conversion in the form of Exhibit D (a "Notice of Continuation/Conversion") to the Agent not later than 11:00 a.m. (Los Angeles, California time) at least three (3) Business Days in advance of the Continuation/Conversion Date, if the Loans are to be converted into or continued as LIBOR Rate Loans denominated in and specifying: (i) the proposed Continuation/Conversion Date; (ii) whether such Notice of Continuation/Conversion relates to Revolving Loans and/or Term Loans, the principal amount of each type of such Loans to which such notice relates and the aggregate amount of each type of such Loans to be converted or continued; (iii) the type of Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrowers may not select an Alternate Currency shall be continued as Loans in Interest Period that ends after the relevant Alternate Currency at a rate per annum equal Stated Termination Date. With respect to any request to convert or continue any Loans, the LIBO Alternate Rate for such relevant Currency plus the applicable margin for the shortest available interest period selected by Borrowers may give the Agent in its sole discretion (but telephonic notice of such request not later than the Maturity Daterequired time specified in this clause (b). Each such conversion and continuation shall be prorated among the applicable outstanding Loans of all Lenders, and no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Default has occurred and is continuing. The Agent at all times shall be entitled to rely on such telephonic notice in converting or continuing any such Loans, regardless of whether any written confirmation is received by the Agent, and the Agent may at any time refuse to accept any such telephonic notice and require that the Borrowers provide a written Notice of Continuation/Conversion. (c) If, upon the expiration of any Interest Period applicable to LIBOR Rate Loans, the Borrowers have failed to timely select a new Interest Period to be applicable to such LIBOR Rate Loans or if any Default or Event of Default then exists, the Borrowers shall be deemed to have elected to convert such LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the applicable interest period and interest raterespective outstanding principal amounts of the Loans with respect to which such notice was given held by each Lender.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 11:00 a.m. (New York City time) 12:00 noon on a Business Day, the Borrower may from time to time irrevocably elect, on not less than one Business Day’s notice in the case of Base Rate Loans, or three nor Business Days’ notice in the case of LIBO Rate Loans, and in either case not more than five ten Business Days’ notice, that all, or any portion in an aggregate minimum amount of $5,000,000 and an integral multiple (i) in the case of NM Loans or Roll-Up Loans that are US Term Loans or Revolving Loans, $1,000,000 or and (ii) in the Foreign Currency Equivalent thereofcase of Roll-Up Loans that are Sterling Term Loans £1,000,000, of the Revolving Loans be, (a) in the case of Base Rate Loans, converted into LIBO Rate LoansLoans or be, (b) in the case of LIBO Rate Loans, converted into LIBO Rate Loans denominated or be, in Dollarsthe case of LIBO Rate Loans, be converted into Base Rate Loans or continued as LIBO Rate Loans, or Loans (c) in the case of LIBO Rate Loans denominated in an Alternate Currency, continued as LIBO Rate Loans in the same Currency. In the absence of delivery of a Continuation/Conversion Notice with respect to any LIBO Rate Loans (which are Revolving Loans) Loan at least three Business Days (but not more than ten Business Days’ ) before the last day of the then current Interest Period with respect thereto, , such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided; however, that (a) LIBO Rate Loans denominated in Dollars shall be converted automatically on such last day to Base Rate Loans, and (b) LIBO Rate Loans denominated in an Alternate Currency shall be continued as Loans in the relevant Alternate Currency at a rate per annum equal to the LIBO Alternate Rate for such relevant Currency plus the applicable margin for the shortest available interest period selected by the Agent in its sole discretion (but not later than the Maturity Date). Each each such conversion and or continuation shall be prorated among the applicable outstanding Loans of all LendersLenders that have made such Loans, and (b) no portion of the outstanding principal amount of any Loans, other than the Roll-Up Loans that are Sterling Term Loans, may be continued as, or be converted into, LIBO Rate Loans when any Default has occurred and is continuing. The Each such irrevocable election shall be made by telephone confirmed promptly by hand delivery or facsimile to the Administrative Agent shall promptly notify each Lender of the applicable interest period and interest rateContinuation/Conversion Notice.

Continuation and Conversion Elections. By delivering (a) Each Borrower may, except to the extent an Event of Default has occurred and is continuing: (i) elect, as of any Business Day, in the case of Base Rate Loans to convert any Base Rate Loans (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into LIBOR Loans; or (ii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR 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 $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Loans shall automatically convert into Base Rate Loans; provided further that if the notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The applicable Borrower shall deliver a notice of continuation/conversion (“Notice of Continuation/Conversion Notice Conversion”) to the Agent on or before 11:00 a.m. not later than 12:00 noon (New York City time) on a at least three (3) Business Day, the Borrower may from time to time irrevocably elect, on not less than three nor more than five Business Days’ notice, that all, or any portion Days in an aggregate minimum amount of $5,000,000 and an integral multiple of $1,000,000 or the Foreign Currency Equivalent thereof, advance of the Revolving Continuation/Conversion Date, if the Loans be, (a) in the case of Base Rate Loans, converted into LIBO Rate Loans, (b) in the case of LIBO Rate Loans denominated in Dollars, are to be converted into Base Rate Loans or continued as LIBO Rate LoansLIBOR Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate amount of Loans to be converted or renewed; (iii) the type of Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, or provided, however, such Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) in If upon the case expiration of LIBO Rate Loans denominated in an Alternate Currency, continued as LIBO Rate Loans in the same Currency. In the absence of delivery of a Continuation/Conversion Notice with respect to LIBO Rate Loans (which are Revolving Loans) at least three Business Days’ before the last day of the then current any Interest Period with respect thereto, (a) LIBO Rate Loans denominated in Dollars shall be converted automatically on such last day applicable to Base Rate any LIBOR Loans, and (b) LIBO Rate Loans denominated in an Alternate Currency shall be continued as Loans in the relevant Alternate Currency at a rate per annum equal to the LIBO Alternate Rate for such relevant Currency plus the applicable margin for the shortest available interest period selected by the Agent in its sole discretion (but not later than the Maturity Date). Each Borrower has failed to select timely a new Interest Period to be applicable to such conversion and continuation shall be prorated among the applicable outstanding LIBOR Loans of all Lenders, and no portion Event of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Default has occurred and is continuing, such Borrower shall be deemed to have elected to convert such LIBOR Loans into LIBOR Loans having a one-month Interest Period effective as of the expiration date of such Interest Period. At any time during the continuation of an Event of Default, each Borrower shall be deemed to have elected to convert all LIBOR Loans into Base Rate Loans effective as of the expiration date of their respective Interest Periods. (d) The Agent shall will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the applicable interest period and interest raterespective outstanding principal amounts of the Loans with respect to which the notice was given held by each Lender. (e) There may not be more than five (5) different LIBOR Loans in effect hereunder at any time.