Common use of Conversion and Continuation Clause in Contracts

Conversion and Continuation. (1) The Company may elect from time to time to convert Tranche A Committed Loans and Tranche B Loans outstanding as Eurodollar Loans to Effective Fed Funds Rate Loans by giving the Administrative Agent same day notice of such election. Any conversion of Eurodollar Loans may only be made on the last day of the applicable Interest Period. The Company may elect from time to time to convert Tranche A Committed Loans and Tranche B Loans outstanding as Effective Fed Funds Rate Loans to Eurodollar Loans by giving the Administrative Agent at least three Eurodollar Business Days' prior irrevocable notice of such election. All such elections shall be evidenced by the delivery by the Company to the Administrative Agent within the required time frame of a duly executed Loan And/Or Interest Rate Election Request. Upon receipt of a Loan And/Or Interest Rate Election Request, the Administrative Agent shall promptly notify each of the Lenders of the Company's elections under such Loan And/Or Interest Rate Election Request. No Effective Fed Funds Rate Loan shall be converted into a Eurodollar Loan if an Event of Default or Potential Default has occurred and is continuing on the date of the conversion requested by the Company. All or any part of outstanding Tranche A Committed Loans and Tranche B Loans may be converted as provided herein; provided, however, that partial conversions shall be in a principal amount of $5,000,000.00 or whole multiples of $1,000,000.00 in excess thereof, and in the case of conversions into Eurodollar Loans, after giving effect thereto the aggregate of the then number of Eurodollar Loans of each Lender having a different Interest Period does not exceed ten. (2) Any Eurodollar Loan may be continued as such upon the expiration of the Interest Period with respect thereto by the Company giving the Administrative Agent at least three Eurodollar Business Days' prior irrevocable notice of

Conversion and Continuation. (1a) The Company Borrower may elect from time by written notice in the form attached hereto as Exhibit D (the "Election Notice") given to time to convert Tranche A Committed Loans and Tranche B Loans outstanding as Eurodollar Loans to Effective Fed Funds Rate Loans the Bank: (i) by giving the Administrative Agent same day notice of such election. Any conversion of Eurodollar Loans may only be made not later than 10:00 am (San Francisco time) on the last day of the applicable Interest Period. The Company may elect from time third Business Day prior to time to convert Tranche A Committed Loans and Tranche B Loans outstanding as Effective Fed Funds Rate Loans to Eurodollar Loans by giving the Administrative Agent at least three Eurodollar Business Days' prior irrevocable notice of such election. All such elections shall be evidenced by the delivery by the Company to the Administrative Agent within the required time frame of a duly executed Loan And/Or Interest Rate Election Request. Upon receipt of a Loan And/Or Interest Rate Election Request, the Administrative Agent shall promptly notify each of the Lenders of the Company's elections under such Loan And/Or Interest Rate Election Request. No Effective Fed Funds Rate Loan shall be converted into a Eurodollar Loan if an Event of Default or Potential Default has occurred and is continuing on the date of the conversion requested by the Company. All or any part of outstanding Tranche A Committed Loans and Tranche B Loans may be converted as provided herein; provided, however, that partial conversions shall be in a principal amount of $5,000,000.00 or whole multiples of $1,000,000.00 in excess thereof, and in the case of conversions into Eurodollar Loans, after giving effect thereto the aggregate of the then number of Eurodollar Loans of each Lender having a different Interest Period does not exceed ten. (2) Any Eurodollar Loan may be continued as such upon the expiration of the Interest Period for any Eurodollar Rate Loan Portion, to continue such Loan Portion or any part thereof as a Eurodollar Rate Loan Portion for the next succeeding Interest Period. In the absence of a timely and effective Election Notice to continue the applicable Loan Portion as a Eurodollar Rate Loan Portion, the Borrower shall be deemed to have elected to convert such Eurodollar Rate Loan Portion to a Prime Rate Loan Portion, effective as of the last day of the preceding Interest Period; (ii) by not later than 10:00 am (San Francisco time) on the third Business Day prior to the proposed date for the conversion of a Prime Rate Loan Portion or any part thereof to a Eurodollar Rate Loan Portion, to convert such Prime Rate Loan Portion or any part thereof to a Eurodollar Rate Loan Portion. Notwithstanding anything herein to the contrary, if a Default or an Event of Default has occurred and is continuing, then the Borrower shall have no right to give an Election Notice, and the Bank may ignore any attempt by the Borrower to give an Election Notice. (b) An Election Notice with respect thereto to any Eurodollar Rate Loan Portion shall contain the following information: (i) the dollar amount which is to be continued as, or converted to, a Eurodollar Rate Loan Portion; and (ii) the duration of new Interest Period. Notwithstanding anything herein to the contrary, the outstanding Loan balance may not at any time be comprised of more than five (5) Eurodollar Rate Loan Portions at the same time without the Bank's consent, which shall be in the Bank's sole and absolute discretion. Once received by the Company giving Bank, any Initial Notice or Election Notice will be irrevocable for the Administrative Agent at least three applicable Eurodollar Business Days' prior irrevocable notice ofRate Loan Portion for the applicable Interest Period.

Conversion and Continuation. (1) The Company may elect from time to time to convert Tranche A Committed Loans and Tranche B Loans outstanding as Eurodollar Rate Loans to Effective Fed Funds Alternate Rate Loans by giving the Administrative Agent same day at least one Business Day's prior irrevocable notice of such election. Any conversion of Eurodollar Rate Loans may only be made on the last day of the applicable Interest Period. The Subject to the limitation set forth in the last sentence of Paragraph 2(i)(3) hereof, the Company may elect from time to time to convert Tranche A Committed Loans and Tranche B Loans outstanding as Effective Fed Funds Alternate Rate Loans to Eurodollar Rate Loans by giving the Administrative Agent at least three (3) Eurodollar Business Days' prior irrevocable notice of such election. All such elections shall be evidenced made by the delivery by the Company to the Administrative Agent within the required time frame of a duly executed Loan And/Or Interest Rate Election Request. Upon receipt means of a Loan And/Or Interest Rate Election Request, the Administrative Agent shall promptly notify each of the Lenders of the Company's elections under such Loan And/Or Interest Rate Election Request. No Effective Fed Funds Alternate Rate Loan shall be converted into a Eurodollar Rate Loan if an Event of Default or Potential Default has occurred and is continuing on the day occurring three Eurodollar Business Days prior to the date of the conversion requested by the CompanyCompany or on the date of conversion. All or any part of outstanding Tranche A Committed Loans and Tranche B Loans may be converted as provided herein; provided, however, provided that partial conversions shall be in a minimum principal amount of $5,000,000.00 or whole multiples of $1,000,000.00 in excess thereof, and in the case of conversions into Eurodollar Loans, after giving effect thereto the aggregate of the then number of Eurodollar Loans of each Lender having a different Interest Period does not exceed ten. (2) Any Eurodollar Rate Loan may be continued as such upon the expiration of the Interest Period with respect thereto by the Company giving the Administrative Agent at least three Eurodollar Business Days' prior irrevocable notice ofof such election as set forth in a Loan Request; provided, however, that no Eurodollar Rate Loan may be continued as such when any Event of Default or Potential Default has occurred and is continuing on the day occurring three (3) Eurodollar Business Days prior to the proposed date of such continuation or on the date of conversion, but shall be automatically converted to an Alternate Rate Loan on the last day of the then current Interest Period applicable

Conversion and Continuation. (1) The Company may elect from time to time to convert Tranche A Committed Loans and Tranche B Loans outstanding as Eurodollar Loans to Effective Fed Funds Rate Loans by giving the Administrative Agent same day Lender at least one Business Day's prior irrevocable notice of such election. Any conversion of Eurodollar Loans may only be made on the last day of the applicable Interest Period. The Subject to the limitation set forth in the last sentence of Paragraph 2(b)(2) hereof, the Company may elect from time to time to convert Tranche A Committed Loans and Tranche B Loans outstanding as Effective Fed Funds Rate Loans to Eurodollar Loans by giving the Administrative Agent Lender at least three Eurodollar Business Days' prior irrevocable notice of such election. All such elections shall be evidenced made by the delivery by the Company to the Administrative Agent within the required time frame of a duly executed Loan And/Or Interest Rate Election Request. Upon receipt means of a Loan And/Or Interest Rate Election Request, the Administrative Agent shall promptly notify each of the Lenders of the Company's elections under such Loan And/Or Interest Rate Election Request. No Effective Fed Funds Rate Loan shall be converted into a Eurodollar Loan if an Event of Default or Potential Default has occurred and is continuing on the day occurring three Eurodollar Business Days prior to the date of the conversion requested by the CompanyCompany or on the date of conversion. All or any part of outstanding Tranche A Committed Loans and Tranche B Loans may be converted as provided herein; provided, however, provided that partial conversions shall be in a principal amount of $5,000,000.00 1,000,000.00 or whole multiples of $1,000,000.00 100,000.00 in excess thereof, and in the case of conversions into Eurodollar Loans, after giving effect thereto the aggregate of the then number of Eurodollar Loans of each Lender having a different Interest Period does not exceed ten. (2) Any Eurodollar Loan may be continued as such upon the expiration of the Interest Period with respect thereto by the Company giving the Administrative Agent Lender at least three Eurodollar Business Days' prior irrevocable notice ofof such election as set forth in a Loan Request; provided, however, that no Eurodollar Loan may be continued as such when any Event of Default or Potential Default has occurred and is continuing on the day occurring three Eurodollar Business Days prior to the proposed date of such continuation or on the date of conversion, but shall be automatically converted to a Fed Funds Rate Loan on the last day of the then current Interest Period applicable thereto, and the Lender shall notify the Company promptly that such automatic conversion will occur. If the Company shall fail to give notice as provided above, the Company shall be deemed to have elected to convert the affected Eurodollar Loan to a Fed Funds Loan on the last day of the relevant Interest Period.

Conversion and Continuation. (1) The Company may elect from time to time to convert Tranche A Committed Loans and Tranche B Loans outstanding as Eurodollar Rate Loans to Effective Fed Funds Alternate Rate Loans by giving the Administrative Agent same day at least one Business Day's prior irrevocable notice of such election. Any conversion of Eurodollar Rate Loans may only be made on the last day of the applicable Interest Period. The Subject to the limitation set forth in the last sentence of Paragraph 2(i)(3) hereof, the Company may elect from time to time to convert Tranche A Committed Loans and Tranche B Loans outstanding as Effective Fed Funds Alternate Rate Loans to Eurodollar Rate Loans by giving the Administrative Agent at least three (3) Eurodollar Business Days' prior irrevocable notice of such election. All such elections shall be evidenced made by the delivery by the Company to the Administrative Agent within the required time frame of a duly executed Loan And/Or Interest Rate Election Request. Upon receipt means of a Loan And/Or Interest Rate Election Request, the Administrative Agent shall promptly notify each of the Lenders of the Company's elections under such Loan And/Or Interest Rate Election Request. No Effective Fed Funds Alternate Rate Loan shall be converted into a Eurodollar Rate Loan if an Event of Default or Potential Default has occurred and is continuing on the day occurring three Eurodollar Business Days prior to the date of the conversion requested by the CompanyCompany or on the date of conversion. All or any part of outstanding Tranche A Committed Loans and Tranche B Loans may be converted as provided herein; provided, however, provided that partial conversions shall be in a minimum principal amount of $5,000,000.00 1,000,000.00 or whole multiples of $1,000,000.00 100,000.00 in excess thereof, and in the case of conversions into Eurodollar Loans, after giving effect thereto the aggregate of the then number of Eurodollar Loans of each Lender having a different Interest Period does not exceed ten. (2) Any Eurodollar Rate Loan may be continued as such upon the expiration of the Interest Period with respect thereto by the Company giving the Administrative Agent at least three Eurodollar Business Days' prior irrevocable notice ofof such election as set forth in a Loan Request; provided, however, that no Eurodollar Rate Loan may be continued as such when any Event of Default or Potential Default has occurred and is continuing on the day occurring three (3) Eurodollar Business Days prior to the proposed date of such continuation or on the date of conversion, but shall be automatically converted to an Alternate Rate Loan on the last day of the then current Interest Period applicable thereto, and the Administrative Agent shall notify the Company promptly that such automatic conversion will occur. If the Company shall fail to give notice as provided above, the Company shall be deemed to have elected to convert the affected Eurodollar Rate Loan to an Alternate Rate Loan on the last day of the relevant Interest Period.

Conversion and Continuation. (1) The Company may elect from time to time to convert Tranche A Committed Loans and Tranche B Loans outstanding as Eurodollar Loans to Effective Fed Funds Rate Loans by giving the Administrative Agent Lender same day notice of such election. Any conversion of Eurodollar Loans may only be made on the last day of the applicable Interest Period. The Company may elect from time to time to convert Tranche A Committed Loans and Tranche B Loans outstanding as Effective Fed Funds Rate Loans to Eurodollar Loans by giving the Administrative Agent Lender at least three Eurodollar Business Days' prior irrevocable notice of such election. All such elections shall be evidenced by the delivery by the Company to the Administrative Agent Lender within the required time frame of a duly executed Loan And/Or Interest Rate Election Request. Upon receipt of a Loan And/Or Interest Rate Election Request, the Administrative Agent shall promptly notify each of the Lenders of the Company's elections under such Loan And/Or Interest Rate Election Request. No Effective Fed Funds Rate Loan shall be converted into a Eurodollar Loan if an Event of Default or Potential Default has occurred and is continuing on the date of the conversion requested by the Company. All or any part of outstanding Tranche A Committed Revolving Loans and Tranche B Loans or, following the Conversion Date, the Term Loan may be converted as provided herein; provided, however, that partial conversions shall be in a principal amount of $5,000,000.00 or whole multiples of $1,000,000.00 in excess thereof, and in the case of conversions into Eurodollar Loans, after giving effect thereto the aggregate of the then number of Eurodollar Loans of each the Lender having a different Interest Period does not exceed ten. (2) Any Eurodollar Loan may be continued as such upon the expiration of the Interest Period with respect thereto by the Company giving the Administrative Agent Lender at least three Eurodollar Business Days' prior irrevocable notice ofof such election as set forth on a duly executed Loan And/Or Interest Rate Election Request; provided, however, that no Eurodollar Loan may be continued as such when any Event of Default or Potential Default has occurred and is continuing, but shall be automatically converted to an Effective Fed Funds Rate Loan on the last day of the then current Interest Period applicable thereto, and the Lender shall notify the Company promptly that such automatic conversion will occur. If the Company shall fail to give notice as provided above, the Company shall be deemed to have elected to convert the affected Eurodollar Loan to an Effective Fed Funds Rate Loan on the last day of the relevant Interest Period.

Conversion and Continuation. (1) The Company Companies may elect from time to time to convert Tranche A Committed Loans and Tranche B Loans outstanding as Eurodollar Loans to Effective Fed Funds Rate Loans by giving the Administrative Agent same day Lender at least one Business Day's prior irrevocable notice of such election. Any conversion of Eurodollar Loans may only be made on the last day of the applicable Interest Period. The Company Subject to the limitation set forth in the last sentence of Paragraph 2(b)(2) hereof, the Companies may elect from time to time to convert Tranche A Committed Loans and Tranche B Loans outstanding as Effective Fed Funds Rate Loans to Eurodollar Loans by giving the Administrative Agent Lender at least three Eurodollar Business Days' prior irrevocable notice of such election. All such elections shall be evidenced made by the delivery by the Company to the Administrative Agent within the required time frame of a duly executed Loan And/Or Interest Rate Election Request. Upon receipt means of a Loan And/Or Interest Rate Election Request, the Administrative Agent shall promptly notify each of the Lenders of the Company's elections under such Loan And/Or Interest Rate Election Request. No Effective Fed Funds Rate Loan shall be converted into a Eurodollar Loan if an Event of Default or Potential Default has occurred and is continuing on the day occurring three Eurodollar Business Days prior to the date of the conversion requested by the CompanyCompanies or on the date of conversion. All or any part of outstanding Tranche A Committed Loans and Tranche B Loans may be converted as provided herein; provided, however, provided that partial conversions shall be in a principal amount of $5,000,000.00 1,000,000.00 or whole multiples of $1,000,000.00 100,000.00 in excess thereof, and in the case of conversions into Eurodollar Loans, after giving effect thereto the aggregate of the then number of Eurodollar Loans of each Lender having a different Interest Period does not exceed ten. (2) Any Eurodollar Loan may be continued as such upon the expiration of the Interest Period with respect thereto by the Company Companies giving the Administrative Agent Lender at least three Eurodollar Business Days' prior irrevocable notice ofof such election as set forth in a Loan Request; provided, however, that no Eurodollar Loan may be continued as such when any Event of Default or Potential Default has occurred and is continuing on the day occurring three Eurodollar Business Days prior to the proposed date of such continuation or on the date of conversion, but shall be automatically converted to a Fed Funds Rate Loan on the last day of the then current Interest Period applicable thereto, and the Lender shall notify the Companies promptly that such automatic conversion will occur. If the Companies shall fail to give notice as provided above, the Companies shall be deemed to have elected to convert the affected Eurodollar Loan to a Fed Funds Loan on the last day of the relevant Interest Period.

Conversion and Continuation. (1) The Company may elect from time to time to convert Tranche A Committed Loans and Tranche B Loans outstanding as Eurodollar Loans to Effective Fed Funds Rate Loans by giving the Administrative Agent same day notice of such election. Any conversion of Eurodollar Loans may only be made on the last day of the applicable Interest Period. The Company may elect from time to time to convert Tranche A Committed Loans and Tranche B Loans outstanding as Effective Fed Funds Rate Loans to Eurodollar Loans by giving the Administrative Agent at least three Eurodollar Business Days' prior irrevocable notice of such election. All such elections shall be evidenced by the delivery by the Company to the Administrative Agent within the required time frame of a duly executed Loan And/Or Interest Rate Election Request. Upon receipt of a Loan And/Or Interest Rate Election Request, the Administrative Agent shall promptly notify each of the Lenders of the Company's elections under such Loan And/Or Interest Rate Election Request. No Effective Fed Funds Rate Loan shall be converted into a Eurodollar Loan if an Event of Default or Potential Default has occurred and is continuing on the date of the conversion requested by the Company. All or any part of outstanding Tranche A Committed Loans and Tranche B Loans may be converted as provided herein; provided, however, that partial conversions shall be in a principal amount of $5,000,000.00 or whole multiples of $1,000,000.00 in excess thereof, and in the case of conversions into Eurodollar Loans, after giving effect thereto the aggregate of the then number of Eurodollar Loans of each Lender having a different Interest Period does not exceed ten. (2) Any Eurodollar Loan may be continued as such upon the expiration of the Interest Period with respect thereto by the Company giving the Administrative Agent at least three Eurodollar Business Days' prior irrevocable notice ofof such election as set forth on a duly executed Loan And/Or Interest Rate Election Request; provided, however, that no Eurodollar Loan may be continued as such when any Event of Default or Potential Default has occurred and is continuing, but shall be automatically converted to an Effective Fed Funds Rate Loan on the last day of the then current Interest Period applicable thereto, and the Administrative Agent shall notify the Lenders and the Company promptly that such automatic conversion will occur. Upon receipt of a Loan And/Or Interest Rate Election Request, the Administrative Agent shall promptly notify each of the Lenders of the Company's elections under such Loan And/