Common use of Continuation and Conversion Elections Clause in Contracts

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 9:00 a.m., San Francisco time, on a Business Day, the Revolving Borrower and/or Term Borrower, as applicable, may from time to time irrevocably elect, (i) on not less than three nor more than five Business Days' notice, in the case of any conversion of Base Rate Committed Loans to Eurodollar Committed Loans or continuation of Eurodollar Committed Loans, and (ii) on not less than one nor more than five Business Days' notice, in the case of any conversion of Eurodollar Committed Loans to Base Rate Committed Loans, that all, or any portion in an aggregate minimum amount of $5,000,000 and an integral multiple of $1,000,000, of any Committed Loans be, in the case of Base Rate Committed Loans, converted into Eurodollar Committed Loans or, in the case of Eurodollar Committed Loans, converted into a Base Rate Committed Loan or continued as a Eurodollar Committed Loan (in the absence of delivery of a Continuation/Conversion Notice with respect to any Eurodollar Committed Loan at least three Business Days before the last day of the then current Interest Period with respect thereto, such Eurodollar Committed Loan shall, on such last day, automatically convert to a Base Rate Committed Loan); PROVIDED, HOWEVER, that (x) each such conversion or continuation shall be pro rated among the applicable outstanding Committed Loans of all Lenders, and (y) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, Eurodollar Committed Loans when any Default has occurred and is continuing.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice prior telephonic notice to the Administrative Agent on or before 9:00 a.m., San Francisco time, 11:00 a.m. on a Business DayDay (such notice to be confirmed in writing within 24 hours thereafter by delivery of a Continuation/Conversion Notice), the Revolving any Borrower and/or Term Borrower, as applicable, may from time to time irrevocably elect,: (ia) on not less than three nor more than five Business Days' ’ notice, in the case conversion of any conversion of Base Rate Committed Loan into one or more Eurocurrency Loans to Eurodollar Committed Loans denominated in Dollars or the continuation of Eurodollar Committed Loans, any Eurocurrency Loan denominated in Dollars as a Eurocurrency Loan so denominated; and (iib) on not less than one nor more than five Business Days' ’ notice, in the case continuation of any conversion of Eurodollar Committed Loans to Base Rate Committed Loans, Eurocurrency Loan denominated in an Alternate Currency as a Eurocurrency 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; and provided, of any Committed Loans befurther, in the case of Base Rate Committed Loans, converted into Eurodollar Committed Loans or, in the case of Eurodollar Committed Loans, converted into a Base Rate Committed Loan or continued as a Eurodollar Committed Loan (that in the absence of prior notice (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice Notice) with respect to any Eurodollar Committed Eurocurrency Loan denominated in Dollars at least three Business Days (or, with respect to any Eurocurrency Loan denominated in an Alternate Currency, at least five Business Days) before the last day of the then current Interest Period with respect thereto, such Eurodollar Committed Eurocurrency Loan shall, on such last day, automatically convert to a Base Rate Committed LoanLoan (and any such Eurocurrency Loan denominated in an Alternate Currency shall be redenominated in Dollars); PROVIDED, HOWEVERprovided, that (xi) each such conversion or continuation shall be pro rated prorated among the applicable outstanding Committed Loans of all LendersLenders that have made such Loans, and (yii) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, Eurodollar Committed Eurocurrency Loans when any Default has occurred and is continuing.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 9:00 a.m., San Francisco 11:00 a.m. (New York City time, ) on a Business Day, the Revolving Borrower and/or Term Borrower, as applicable, may from time to time irrevocably elect, (i) elect on not less than three one (1) nor more than five (5) Business Days' ’ notice, in the case of any conversion of Base Rate Committed Loans to Eurodollar Committed Loans or continuation of Eurodollar Committed Loans, and (ii) on and not less than one nor three (3) Business Days (but not more than five (5) Business Days' ’) notice, in the case of any conversion of Eurodollar Committed Loans to Base Rate Committed Loans, 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, of any Committed Loans 100,000 be, in the case of Base Rate Committed Loans, converted into Eurodollar Committed Rate Loans or(for the Interest Period specified in such Continuation/Conversion Notice) or be, in the case of Eurodollar Committed Rate Loans, converted into a Base Rate Committed Loan Loans or continued as a Eurodollar Committed Loan Rate Loans (in the absence of delivery of a Continuation/Conversion Notice with respect to any Eurodollar Committed Rate 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 Eurodollar Committed Rate Loan shall, on such last day, automatically convert to a Base Eurodollar Rate Committed LoanLoan with an Interest Period of one (1) month); PROVIDEDprovided, HOWEVERhowever, that (xa) each such conversion or continuation shall be pro rated prorated among the applicable outstanding Committed Loans of all Lenders, and (yb) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, Eurodollar Committed Rate Loans when any Default or Event of Default has occurred and is continuing, unless the Required Lenders otherwise agree, and (c) no Loans may be continued as, or be converted into, Eurodollar Rate Loans after the day that is one month prior to the Maturity Date.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 9:00 a.m., San Francisco time, 10:00 a.m. on a Business Day, the Revolving applicable Borrower and/or Term Borrower, as applicable, may from time to time irrevocably elect, (i) elect on not less than three nor more than five Business Days' notice’ notice (a) to convert any Base Rate Loan into one or more LIBO Rate Loans, in (b) before the case last day of the then current Interest Period with respect thereto, to continue any LIBO Rate Loan as a LIBO Rate Loan or (c) before the last day of the then current Interest Period with respect thereto, to continue any EURIBOR Rate Loan as a EURIBOR Rate Loan; provided that (i) any portion of any conversion of Base Rate Committed Loans to Eurodollar Committed Loans Loan which is continued or continuation of Eurodollar Committed Loans, and (ii) on not less than one nor more than five Business Days' notice, converted hereunder shall be in the case of any conversion of Eurodollar Committed Loans to Base Rate Committed Loans, that all, or any portion in an aggregate a minimum amount of $5,000,000 1,000,000 or €1,000,000, as applicable, and in an integral multiple amount of $1,000,0001,000,000 or €1,000,000 , of any Committed Loans beas applicable, in the case of Base Rate Committed Loans, converted into Eurodollar Committed Loans or, in the case of Eurodollar Committed Loans, converted into a Base Rate Committed Loan or continued as a Eurodollar Committed Loan (ii) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice Notice), with respect to any Eurodollar Committed LIBO Rate Loan at least three Business Days before the last day of the then current Interest Period with respect thereto, such Eurodollar Committed LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Committed LoanLoan and (iii) in the absence of prior notice as required above (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 EURIBOR Rate Loan at least three Business Days before the last day of the then current Interest Period with respect thereto, such EURIBOR Rate Loan shall, on such last day, automatically be continued as a EURIBOR Rate Loan with an Interest Period of one month; PROVIDED, HOWEVER, provided further that (xA) each such conversion or continuation shall be pro rated among the applicable outstanding Committed Loans of all LendersLenders that have made such Loans, and (yB) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, Eurodollar Committed LIBO Rate Loans when any Event of Default has occurred and is continuing.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 9:00 a.m., San Francisco 2:00 p.m. (New York City time, ) on a Business Day, the Revolving each Borrower and/or Term Borrower, as applicable, may from time to time irrevocably elect, (i) elect on not less than three nor more than five one Business Days' Day’s notice, in the case of any conversion of Base Rate Committed Loans to Eurodollar Committed Loans or continuation of Eurodollar Committed Loans, and (ii) on and not less than one nor more than five three Business Days' ’ notice, in the case of any conversion of Eurodollar Committed Loans to Base Rate Committed Loans, 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, of any Committed Loans 100,000 be, in the case of Base Rate Committed Loans, converted into Eurodollar Committed Rate Loans oror be, in the case of Eurodollar Committed Rate Loans, converted into a Base Rate Committed Loan Loans or continued as a Eurodollar Committed Loan Rate Loans (in the absence of delivery of a Continuation/Conversion Notice with respect to any Eurodollar Committed Rate Loan at least three Business Days before the last day of the then current Interest Period with respect thereto, such Eurodollar Committed Rate Loan shall, on such last day, automatically convert (subject to Sections 4.1 and 4.2) continue as a Base Eurodollar Rate Committed LoanLoan with an Interest Period of the same duration as the Interest Period then expiring); PROVIDEDprovided, HOWEVERhowever, that (xa) each such conversion or continuation shall be pro rated prorated among the applicable outstanding Committed Loans of all Lenders, and (yb) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, Eurodollar Committed Rate Loans when any Default or Event of Default has occurred and is continuing, unless the Required Lenders otherwise agree, (c) no Loans may be continued as, or be converted into, Eurodollar Rate Loans after the day that is one month prior to the Stated Maturity Date, (d) if the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is reduced by payment, prepayment or conversion to be less than $1,000,000 such Eurodollar Rate Loans shall automatically convert to Base Rate Loans and (e) the Delayed Draw Term Loans are not required to be in any integral amount as provided above.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 9:00 a.m., San Francisco 11:00 a.m. (New York City time, ) on a Business Day, the Revolving Borrower and/or Term Borrower, as applicable, may from time to time irrevocably elect, (i) elect on not less than three one (1) nor more than five (5) Business Days' ’ notice, in the case of any conversion of Base Rate Committed Loans to Eurodollar Committed Loans or continuation of Eurodollar Committed Loans, and (ii) on and not less than one nor three (3) Business Days (but not more than five (5) Business Days' ’) notice, in the case of any conversion of Eurodollar Committed Loans to Base Rate Committed Loans, 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, of any Committed Loans 100,000 be, in the case of Base Rate Committed Loans, converted into Eurodollar Committed Rate Loans or(for the Interest Period specified in such Continuation/Conversion Notice) or be, in the case of Eurodollar Committed Rate Loans, converted into a Base Rate Committed Loan Loans or continued as a Eurodollar Committed Loan Rate Loans (in the absence of delivery of a Continuation/Conversion Notice with respect to any Eurodollar Committed Rate Loan at least three Business Days (but not more than five (5) Business Days) before the last day of the then current Interest Period with respect thereto, such Eurodollar Committed Rate Loan shall, on such last day, automatically convert to a Base Rate Committed Loan); PROVIDEDprovided, HOWEVERhowever, that that; (xa) each such conversion or continuation shall be pro rated prorated among the applicable outstanding Committed Loans of all Lenders, and ; (yb) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, Eurodollar Committed Rate Loans when any Default or Event of Default has occurred and is continuing, unless the Required Lenders otherwise agree; (c) no Loans may be continued as, or be converted into, Eurodollar Rate Loans after the day that is one (1) month prior to the Maturity Date; and (d) if the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is reduced by payment, prepayment or conversion to be less than $1,000,000 such Eurodollar Rate Loans shall automatically convert to Base Rate Loans.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 9:00 a.m., San Francisco 11:00 a.m. (New York City time, ) on a Business Day, the Revolving Borrower and/or Term Borrower, as applicable, may from time to time irrevocably elect, (i) on not less than three nor more than five Business Days' notice, in the case of any conversion of Base Rate Committed Loans to Eurodollar Committed Loans or continuation of Eurodollar Committed Loans, and (ii) elect on not less than one nor more than five Business Days' ’ notice, subject to Section 2.8(a), in the case of Base Rate Loans, and not less than three nor more than five Business Days’ notice, in the case of any conversion of Eurodollar Committed Loans to Base Rate Committed Loans, that all, or any portion in an aggregate minimum amount of $5,000,000 500,000 and an integral multiple of $1,000,000, of any Committed Loans 250,000 be, in the case of Base Rate Committed Loans, converted into Eurodollar Committed Rate Loans oror be, in the case of Eurodollar Committed Rate Loans, converted into a Base Rate Committed Loan Loans or continued as a Eurodollar Committed Loan Rate Loans (in the absence of delivery of a Continuation/Conversion Notice with respect to any Eurodollar Committed Rate 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 Eurodollar Committed Rate Loan shall, on such last day, automatically convert to a Base Rate Committed Loan); PROVIDEDprovided, HOWEVERhowever, that (xa) each such conversion or continuation shall be pro rated prorated among the applicable outstanding Committed Loans of all Lenders, and (yb) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, Eurodollar Committed Rate Loans when any Default or Event of Default has occurred and is continuing, unless the Required Lenders otherwise agree, (c) no Loans may be continued as, or be converted into, Eurodollar Rate Loans after the day that is one month prior to the Stated Maturity Date and (d) if the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is reduced by payment, prepayment or conversion to be less than $500,000 such Eurodollar Rate Loans shall automatically convert to Base Rate Loans.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 9:00 a.m.1:00 p.m., San Francisco Chicago time, on a Business Day, the Revolving Borrower and/or Term Borrower, as applicable, may from time to time irrevocably elect, (i) , on not less than three nor more than five Business Days' notice, in the case of any conversion of Base Rate Committed Loans to Eurodollar Committed Loans or continuation of Eurodollar Committed Loans, and (ii) on not less than one nor more than five Business Days' notice, in the case of any conversion of Eurodollar Committed Loans to Base Rate Committed Loans, notice that all, or any portion in an aggregate minimum amount of [$5,000,000 3,000,000] and an integral multiple of [$1,000,000100,000], of any Committed Loans be, in the case of Base Rate Committed Loans, converted into Eurodollar Committed Rate Loans or, in the case of Eurodollar Committed Rate Loans, be converted into a Base Rate Committed Loan or a Eurodollar Rate Loan or continued as a Eurodollar Committed Rate Loan (in the absence of delivery of a Continuation/Conversion Notice with respect to any Eurodollar Committed Rate Loan at least three Business Days before the last day of the then current Interest Period with respect thereto, such Eurodollar Committed Rate Loan shall, on such last day, automatically convert to a Base Rate Committed Loan); PROVIDED, HOWEVER, that (xi) each such conversion or continuation shall be pro rated among the applicable outstanding Committed Loans of all Lenders, and (yii) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, Eurodollar Committed Rate Loans when any Default has occurred and is continuing. Each Continuation/Conversion Notice must be signed by an Authorized Officer of the Managing General Partner on behalf of the Borrower or of the Borrower.

Continuation and Conversion Elections. By delivering a Continuation/Conversion notice (a "Notice of Continuation or Conversion"), which shall be substantially in the form of Exhibit M, to the Administrative Agent on or before 9:00 a.m.12:00 p.m. (Charlotte, San Francisco North Carolina time) prior to (1) the Business Day of each conversion to a Base Rate Loan, on a (2) three Business DayDays prior to the requested date of any conversion to or continuation of, Eurocurrency Loans denominated in Dollars, and (3) four Business Days (or five Business Days in the case of Special Notice Currencies) prior to the requested date of any conversion to Eurocurrency Loans denominated in Alternative Currencies, the Revolving Borrower and/or Term Borrower, as applicable, may from time to time irrevocably elect, (i) on not less than three nor more than five Business Days' notice, in the case of any conversion of Base Rate Committed Loans to Eurodollar Committed Loans or continuation of Eurodollar Committed Loans, and (ii) on not less than one nor more than five Business Days' notice, in the case of any conversion of Eurodollar Committed Loans to Base Rate Committed Loans, by notice delivered that all, or any portion in an aggregate minimum principal Dollar Equivalent amount of $5,000,000 and an or any larger integral multiple of $1,000,000, of any Committed Loans 1,000,000 be, (i) in the case of Base Rate Committed Loans, converted into Eurodollar Committed Eurocurrency Loans or, or (ii) in the case of Eurodollar Committed Eurocurrency Loans, converted into a Base Rate Committed Loan Loans or continued as a Eurodollar Committed Loan (in the absence of delivery of a Continuation/Conversion Notice with respect to any Eurodollar Committed Loan at least three Business Days before the last day of the then current Interest Period with respect theretoEurocurrency Loans; provided, such Eurodollar Committed Loan shall, on such last day, automatically convert to a Base Rate Committed Loan); PROVIDED, HOWEVERhowever, that (x) each such conversion or continuation shall be pro rated among the applicable outstanding Committed Loans of all LendersBanks that have made such Loans, and (y) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, Eurodollar Committed Loans any Eurocurrency Loan when any Default has occurred and is continuing, and (z) when any Default has occurred and is continuing, the Required Banks may demand that any or all of the then-outstanding Eurocurrency Loans denominated in an Alternative Currency be converted to Dollar-denominated Base Rate Loans on the last day of the then-current Interest Period with respect thereto. In the absence of delivery of a Notice of Continuation or Conversion with respect to any Eurocurrency Loan at least three (3) Business Days before the last day of the then current Interest Period with respect thereto, such Eurocurrency Loan shall, on such last day, automatically convert to a Base Rate Loan; provided, however, that in the case of a failure to timely request a continuation of a Loan denominated in an Alternative Currency, such Loan shall be continued as a Eurocurrency Loan in its original currency with an Interest Period of one month. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 9:00 a.m., San Francisco 11:00 a.m. (New York City time, ) on a Business Day, the Revolving Borrower and/or Term Borrower, as applicable, may from time to time irrevocably elect, (i) on not less than three nor more than five Business Days' notice, in the case of any conversion of Base Rate Committed Loans to Eurodollar Committed Loans or continuation of Eurodollar Committed Loans, and (ii) elect on not less than one nor more than five (5) Business Days' ’ notice, in the case of any conversion Base Rate Loans, and not less than three (3) Business Days (but not more than five (5) Business Days’) notice, in the case of Eurodollar Committed Loans to Base Rate Committed Loans, 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, of any Committed Loans 100,000 be, in the case of Base Rate Committed Loans, converted into Eurodollar Committed Rate Loans or(for the Interest Period specified in such Continuation/Conversion Notice) or be, in the case of Eurodollar Committed Rate Loans, converted into a Base Rate Committed Loan Loans or continued as a Eurodollar Committed Loan Rate Loans (in the absence of delivery of a Continuation/Conversion Notice with respect to any Eurodollar Committed Rate 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 Eurodollar Committed Rate Loan shall, on such last day, automatically convert to a Base Rate Committed Loan); PROVIDEDprovided, HOWEVERhowever, that that; (xa) each such conversion or continuation shall be pro rated prorated among the applicable outstanding Committed Loans of all Lenders, and ; (yb) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, Eurodollar Committed Rate Loans when any Default or Event of Default has occurred and is continuing, unless the Required Lenders otherwise agree; (c) no Loans may be continued as, or be converted into, Eurodollar Rate Loans after the day that is one month prior to the Maturity Date; and (d) if the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is reduced by payment, prepayment or conversion to be less than $1,000,000 such Eurodollar Rate Loans shall automatically convert to Base Rate Loans.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice prior telephonic notice to the Administrative Agent on or before 9:00 a.m., San Francisco time, 11:00 a.m. on a Business DayDay (such notice to be confirmed in writing within 24 hours thereafter by delivery of a Continuation/Conversion Notice), the Revolving any Borrower and/or Term Borrower, as applicable, may from time to time irrevocably elect,: (ia) on not less than three nor more than five Business Days' ’ notice, in the case conversion of any conversion of Base Rate Committed Loan into one or more Eurocurrency Loans to Eurodollar Committed Loans denominated in Dollars or the continuation of Eurodollar Committed Loans, any Eurocurrency Loan denominated in Dollars as a Eurocurrency Loan so denominated; and (iib) on not less than one nor more than five Business Days' ’ notice, in the case continuation of any conversion of Eurodollar Committed Loans to Base Rate Committed Loans, Eurocurrency Loan denominated in an Alternate Currency as a Eurocurrency 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, of any Committed Loans be, in the case of Base Rate Committed Loans, converted into Eurodollar Committed Loans or, in the case of Eurodollar Committed Loans, converted into a Base Rate Committed Loan or continued as a Eurodollar Committed Loan (; and provided further that in the absence of prior notice (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice Notice) with respect to any Eurodollar Committed Eurocurrency Loan denominated in Dollars at least three Business Days (or, with respect to any Eurocurrency Loan denominated in an Alternate Currency, at least five Business Days) before the last day of the then current Interest Period with respect thereto, such Eurodollar Committed Eurocurrency Loan shall, on such last day, automatically convert to a Base Rate Committed LoanLoan (and any such Eurocurrency Loan denominated in an Alternate Currency shall be redenominated in Dollars); PROVIDED, HOWEVER, provided that (xi) each such conversion or continuation shall be pro rated prorated among the applicable outstanding Committed Loans of all LendersLenders that have made such Loans, and (yii) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, Eurodollar Committed Eurocurrency Loans when any Default has occurred and is continuing.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 9:00 a.m., San Francisco time, not later than 2:00 p.m. on a Business Day, the Revolving Borrower and/or Term Borrower, as applicable, may from time to time irrevocably elect, (i) , on not less than one Business Day's notice in the case of conversions into Alternate Base Rate Loans, or three nor Business Days' notice in the case of continuations of or conversions into Eurodollar Loans, and in either case not more than five Business Days' notice, in the case of any conversion of Base Rate Committed Loans to Eurodollar Committed Loans or continuation of Eurodollar Committed Loans, and (ii) on not less than one nor more than five Business Days' notice, in the case of any conversion of Eurodollar Committed Loans to Base Rate Committed Loans, that all, or any portion in an aggregate minimum amount of $5,000,000 1,000,000 and in an integral multiple of $1,000,000, of any Committed Loans 100,000 be, in the case of Alternate Base Rate Committed Loans, converted into Eurodollar Committed Loans oror be, in the case of Eurodollar Committed Loans, converted into a Alternate Base Rate Committed Loan Loans or continued as a Eurodollar Committed Loan Loans (in the absence of delivery of a Continuation/Continuation/ Conversion Notice with respect to any Eurodollar Committed 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 Eurodollar Committed Loan shall, on such last day, automatically convert to a an Alternate Base Rate Committed Loan); PROVIDED, HOWEVER, provided that (x) each such conversion or continuation shall be pro rated among the applicable outstanding Committed Loans of all LendersLenders that have made such Loans, and (y) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, Eurodollar Committed Loans when any Payment Default or Event of Default has occurred and is continuingcontinuing to the extent the Administrative Agent or Required Lenders have notified the Borrower that the occurrence and continuance of such Payment Default or Event of Default shall prevent the Borrower from so continuing or converting such Loans.

Continuation and Conversion Elections. By delivering a Continuation/Conversion notice (a “Notice of Continuation or Conversion”), which shall be substantially in the form of Exhibit D-2 to the Administrative Agent on or before 9:00 a.m.11:00 A.M. (Charlotte, San Francisco North Carolina time), on a Business Day, the Revolving Borrower and/or Term Borrower, as applicable, may from time to time irrevocably elect, , by notice (ia) on not less than three nor more than five the same Business Days' noticeDay, in the case of any conversion of Base Rate Committed Loans to Eurodollar Committed Loans or continuation of Eurodollar Committed Loans, and (iib) on not less than one nor more than five 3 Business Days' notice, in the case of any conversion Eurocurrency Loans denominated in Dollars or (c) 4 Business Days, in the case of Eurodollar Committed Eurocurrency Loans to Base Rate Committed Loansdenominated in an Alternative Currency, that all, or any portion in an aggregate minimum principal amount of $5,000,000 and an 2,000,000 or any larger integral multiple of $1,000,000500,000 (or, of any Committed Loans in each case, the Alternative Currency Amount thereof) be, (i) in the case of Base Rate Committed Loans, converted into Eurodollar Committed Eurocurrency Loans or, or (ii) in the case of Eurodollar Committed Eurocurrency Loans, converted into a Base Rate Committed Loan Loans or continued as a Eurodollar Committed Eurocurrency Loans, which such notice shall specify the Permitted Currency in which such Eurocurrency Loan is denominated (in the absence of delivery of a Continuation/Notice of Continuation or Conversion Notice with respect to any Eurodollar Committed Eurocurrency Loan at least three 3 Business Days before the last day of the then current Interest Period with respect thereto, such Eurodollar Committed Eurocurrency Loan shall, on such last day, automatically convert to a Base Rate Committed LoanLoan denominated in Dollars); PROVIDEDprovided, HOWEVERhowever, that (x) each such conversion or continuation shall be pro rated among the applicable outstanding Committed Loans of all LendersBanks that have made such Loans, and (y) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, Eurodollar Committed Loans any Eurocurrency Loan when any Event of Default has occurred and is continuing.

Continuation and Conversion Elections. By delivering a ------------------------------------- Continuation/Conversion Notice to the Administrative Agent on or before 9:00 a.m.12:30 p.m., San Francisco New York time, on a Business Day, the Revolving Borrower and/or Term Borrower, as applicable, may from time to time irrevocably elect, (i) , on not less than three nor or more than five Business Days' notice, in the case of any conversion of Base Rate Committed Loans to Eurodollar Committed Loans or continuation of Eurodollar Committed Loans, and (ii) on not less than one nor more than five Business Days' notice, in the case of any conversion of Eurodollar Committed Loans to Base Rate Committed Loans, notice that all, or any portion in an aggregate minimum amount of $5,000,000 1,000,000 and an integral multiple of $1,000,000250,000 in excess thereof, of any Committed Loans Loan be, in the case of Base Rate Committed Loans, converted into Eurodollar Committed Rate Loans or, in the case of Eurodollar Committed Rate Loans, continued as a Eurodollar Rate Loan or that all, or any portion in an aggregate minimum amount of $1,000,000 and an integral multiple of $250,000 in excess thereof of any Loan be, in the case of Eurodollar Rate Loans, converted into a Base Rate Committed Loan or continued as a Eurodollar Committed Loan Loans (in the absence of delivery of a Continuation/Conversion Notice with respect to any Eurodollar Committed Rate Loan at least three Business Days before the last day of the then current Interest Period with respect thereto, such Eurodollar Committed Rate Loan shall, on such last day, automatically convert to a Base Rate Committed Loan); PROVIDEDprovided, HOWEVERhowever, that (x) each such conversion or continuation shall be pro rated among the applicable outstanding Committed Loans of all Lenders, and (y) no portion of the outstanding principal amount of any -------- ------- Loans may be continued after the end of the applicable Interest Period therefor as, or be converted into, Eurodollar Committed Rate Loans when any Default has occurred and is continuing. The Administrative Agent shall promptly notify each other Lender in writing of the terms of such Continuation/Conversion Notice.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 9:00 a.m., San Francisco time, not later than 2:00 p.m. on a Business Day, the Revolving Borrower and/or Term Borrower, as applicable, may from time to time irrevocably elect, (i) , on not less than one Business Day's notice in the case of conversions into Alternate Base Rate Loans, or three nor Business Days' notice in the case of continuations of or conversions into Eurodollar Loans, and in either case not more than five Business Days' notice, in the case of any conversion of Base Rate Committed Loans to Eurodollar Committed Loans or continuation of Eurodollar Committed Loans, and (ii) on not less than one nor more than five Business Days' notice, in the case of any conversion of Eurodollar Committed Loans to Base Rate Committed Loans, that all, or any portion in an aggregate minimum amount of $5,000,000 [_________] and in an integral multiple of $1,000,000, of any Committed Loans [_________] be, in the case of Alternate Base Rate Committed Loans, converted into Eurodollar Committed Loans oror be, in the case of Eurodollar Committed Loans, converted into a Alternate Base Rate Committed Loan Loans or continued as a Eurodollar Committed Loan Loans (in the absence of delivery of a Continuation/Continuation/ Conversion Notice with respect to any Eurodollar Committed 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 Eurodollar Committed Loan shall, on such last day, automatically convert to a an Alternate Base Rate Committed Loan); PROVIDED, HOWEVER, provided that (x) each such conversion or continuation shall be pro rated among the applicable outstanding Committed Loans of all LendersLenders that have made such Loans, and (y) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, Eurodollar Committed Loans when any Payment Default or Event of Default has occurred and is continuingcontinuing to the extent the Administrative Agent or Required Lenders have notified the Borrower that the occurrence and continuance of such Payment Default or Event of Default shall prevent the Borrower from so continuing or converting such Loans.

Continuation and Conversion Elections. (a) By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 9:00 10:30 a.m., San Francisco New York time, on a Business Day, the Revolving related Borrower and/or Term Borrower, as applicable, may from time to time irrevocably elect, (i) , 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, in the case of any notice for a continuation as or conversion of Base into Interbank Rate Committed Loans to Eurodollar Committed Loans or continuation of Eurodollar Committed Loans, and (ii) on not less than one nor more than five Business Days' notice, in the case of any conversion of Eurodollar Committed Loans to Base Rate Committed Loans, that all, or any portion in an aggregate minimum amount of $5,000,000 1,000,000 and an integral multiple of $1,000,000100,000, of any Committed Dollar Loans be, in the case of Base Reference Rate Committed Loans, converted into Eurodollar Committed Interbank Rate Loans or, in the case of Eurodollar Committed Interbank Rate Loans, or converted into a Base Reference Rate Committed Loan or continued as a Eurodollar Committed Interbank Rate Loan (in the absence of delivery of a Continuation/Conversion Notice with respect to any Eurodollar Committed Interbank Rate Loan at least three Business Days before the last day of the then current Interest Period with respect thereto, such Eurodollar Committed Interbank Rate Loan shall, on such last day, automatically convert to a Base Reference Rate Committed Loan); PROVIDEDprovided, HOWEVERhowever, that (xi) each such conversion or continuation shall be pro rated among the applicable outstanding Committed Dollar Loans of all Lenders, and (yii) no portion of the outstanding principal amount of any Dollar Loans may be continued as, or be converted into, Eurodollar Committed 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 that all, or any portion in an aggregate minimum Dollar Amount of $100,000 and an integral multiple of $100,000, of any Sterling Loans be continued as a Loan (in the absence of a 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, such Sterling Loan shall, on such last day, automatically be deemed to be subject to an Interest Period of one month). (c) 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 aggregate minimum Dollar Amount of $100,000 and an integral multiple of $100,000, of any FF Loans be continued as a Loan (in the absence of delivery of a Continuation/Conversion Notice with respect to any FF Loan at least three Business Days before the last day of the then current Interest Period with respect thereto, such FF Loan shall, on such last day, automatically be deemed to be subject to an Interest Period of one month). (d) 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 aggregate minimum Dollar Amount of $100,000 and an integral multiple of $100,000, of any DM Loans be continued as a Loan (in the absence of delivery of a Continuation/Conversion Notice with respect to any DM Loan at least three Business Days before the last day of the 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 one month).