Common use of Conversion or Continuation Requirements Clause in Contracts

Conversion or Continuation Requirements. Section 2.6(a) of the Agreement is hereby amended in its entirety as follows: (a) Parent shall have the option to: (i) convert, at any time, all or any portion of any of the outstanding Loans, subject to the requirements of Section 2.4(a), from a portion bearing interest at one of the interest rate options available pursuant to Section 2.4(a) to another; or (ii) upon the expira­tion of any Interest Period applicable to a LIBOR Lending Rate Portion, to continue all or any portion of such LIBOR Lending Rate Portion as a LIBOR Lending Rate Portion with the succeeding Interest Period(s) of such continued LIBOR Lending Rate Portion commencing on the expiration date of the Interest Period previously applica­ble thereto; provided, however, that a LIBOR Lending Rate Portion may only be converted to a Prime Lending Rate Portion or continued as a LIBOR Lending Rate Portion on the expiration date of the Interest Period applicable thereto; provided further, however, that no outstanding Loan, or portion thereof, may be continued as, or be converted into, a LIBOR Lending Rate Portion in the event that, on the earlier of the date of the delivery of the Notice of Conversion or Continuation or the telephonic notice in respect thereof, any Event of Default or Unmatured Event of Default has occurred and is continuing; provided further, however, that if Parent fails to deliver the appropriate Notice of Conversion or Continuation or the telephonic notice in respect thereof pursuant to the required notice period before the expiration of the Interest Period of a LIBOR Lending Rate Portion, such LIBOR Lending Rate Portion shall automatically be converted to a Prime Lending Rate Portion; provided further, however, that no outstanding portion of a Loan may be continued as, or be converted into, a LIBOR Lending Rate Portion in the event that, after giving effect to any such conversion or continuation, there would be more than nine (9) LIBOR Lending Rate Portions outstanding. If Borrowers elect to convert the Fixed Rate Portion of the Term Loans A to the COF Lending Rate Loans pursuant to Section 2.4(a)(ii), such COF Lending Rate Loans may not be converted back into Prime Lending Rate Portions or LIBOR Lending Rate Portions.

Conversion or Continuation Requirements. Section 2.6(a) of the Agreement is hereby amended in its entirety as follows: (a) Parent shall have the option to: (i) convert, at any time, all or any portion of any of the outstanding Loans, subject to the requirements of Section 2.4(a), from a portion bearing interest at one of the interest rate options available pursuant to Section 2.4(a) to another; or (ii) upon the expira­tion expiration of any Interest Period applicable to a LIBOR Lending Rate Portion, to continue all or any portion of such LIBOR Lending Rate Portion as a LIBOR Lending Rate Portion with the succeeding Interest Period(s) of such continued LIBOR Lending Rate Portion commencing on the expiration date of the Interest Period previously applica­ble applicable thereto; provided, however, that a LIBOR Lending Rate Portion may only be converted to a Prime Lending Rate Portion or continued as a LIBOR Lending Rate Portion on the expiration date of the Interest Period applicable thereto; provided further, however, that no outstanding Loan, or portion thereof, may be continued as, or be converted into, a LIBOR Lending Rate Portion in the event that, on the earlier of the date of the delivery of the Notice of Conversion or Continuation or the telephonic notice in respect thereof, any Event of Default or Unmatured Event of Default has occurred and is continuing; provided further, however, that if Parent fails to deliver the appropriate Notice of Conversion or Continuation or the telephonic notice in respect thereof pursuant to the required notice period before the expiration of the Interest Period of a LIBOR Lending Rate Portion, such LIBOR Lending Rate Portion shall automatically be converted to a Prime Lending Rate Portion; provided further, however, that no outstanding portion of a Loan may be continued as, or be converted into, a LIBOR Lending Rate Portion in the event that, after giving effect to any such conversion or continuation, there would be more than nine three (93) LIBOR Lending Rate Portions outstanding. If Borrowers elect to convert the Fixed Rate Portion . (b) Parent shall give telephonic notice of the Term Loans A to the COF Lending Rate Loans any proposed continuation or conversion pursuant to this Section 2.4(a)(ii)2.6 followed by a Notice of Conversion or Continuation, such COF Lending Rate Loans may not be converted back into given by facsimile or personal service, delivered to Agent at the address set forth in the Notice of Conversion or Continuation, no later than 11:00 a.m., Pacific time, on the Business Day which is the proposed conversion date (in the case of a conversion to a Prime Lending Rate Portions Portion) and no later than 9:00 a.m., Pacific time, three (3) LIBOR Business Days in advance of the proposed conversion or continuation date (in the case of a conversion to, or a continuation of, a LIBOR Lending Rate Portions.Portion). If such Notice of Conversion or Continuation is received by Agent not later than 11:00 a.m., Pacific time, on a LIBOR Business Day, such day shall be treated as the first LIBOR Business Day of the required notice period. In any other event, such notice will be treated as having been received at the opening of business of the next LIBOR Business Day. A Notice of Conversion or Continuation shall specify: (1) the proposed conversion or continuation date (which shall be a Business Day or a LIBOR Business Day, as applicable); (2) the amount of the Revolving Loan to be converted or continued;

Conversion or Continuation Requirements. Section 2.6(a) of the Agreement is hereby amended in its entirety as follows: (a) Parent shall have the option to: (i) convert, at any time, all or any portion of any of the outstanding Loans, subject to the limitations and requirements of Section 2.4(a), from a portion bearing interest at one of the interest rate options available pursuant to Section 2.4(a) to another; or (ii) upon the expira­tion expiration of any Interest Period applicable to a LIBOR Lending Rate Portion, to continue all or any portion of such LIBOR Lending Rate Portion as a LIBOR Lending Rate Portion with the succeeding Interest Period(s) of such continued LIBOR Lending Rate Portion commencing on the expiration date of the Interest Period previously applica­ble applicable thereto; provided, however, that subject in the following limitations: (i) a LIBOR Lending Rate Portion may only be converted to a Prime Base Lending Rate Portion or continued as a LIBOR Lending Rate Portion on the expiration date of the Interest Period applicable thereto; provided further, however, that ; (ii) no outstanding Loan, or portion thereof, may be continued as, or be converted into, a LIBOR Lending Rate Portion in the event that, on the earlier of the date of the delivery of the Notice of Conversion or Continuation or the telephonic notice in respect thereof, any Event of Default or Unmatured Event of Default has occurred and is continuing; provided further, however, that ; (iii) if Parent fails to deliver the appropriate Notice of Conversion or Continuation or the telephonic notice in respect thereof pursuant to the required notice period before the expiration of the Interest Period of a LIBOR Lending Rate Portion, such LIBOR Lending Rate Portion shall automatically be converted to a Prime Base Lending Rate Portion; provided further, however, that and (iv) no outstanding portion of a Loan may be continued as, or be converted into, a LIBOR Lending Rate Portion in the event that, after giving effect to any such conversion or continuation, there would be more than nine three (93) LIBOR Lending Rate Portions outstanding. If Borrowers elect to convert the Fixed Rate Portion . (b) Parent shall give telephonic notice of the Term Loans A to the COF Lending Rate Loans any proposed continuation or conversion pursuant to this Section 2.4(a)(ii)2.6 followed by a Notice of Conversion or Continuation, such COF Lending Rate Loans may not be converted back into Prime Lending Rate Portions or LIBOR Lending Rate Portions.given

Conversion or Continuation Requirements. Section 2.6(a) of the Agreement is hereby amended in its entirety as follows: (a) Parent shall have the option to: (i) convert, at any time, all or any portion of any of the outstanding Loans, subject to the limitations and requirements of Section 2.4(a), from a portion bearing interest at one of the interest rate options available pursuant to Section 2.4(a) to another; or (ii) upon the expira­tion expiration of any Interest LIBOR Period applicable to a LIBOR Lending Rate PortionLIBOR-based Advance, to continue all or any portion of such LIBOR Lending Rate Portion LIBOR-based Advance as a LIBOR Lending Rate Portion LIBOR-based Advance with the succeeding Interest LIBOR Period(s) of such continued LIBOR Lending Rate Portion LIBOR-based Advance commencing on the expiration date of the Interest LIBOR Period previously applica­ble applicable thereto; provided, however, that subject in the following limitations: (i) a LIBOR Lending Rate Portion LIBOR-based Advance may only be converted to a Prime Lending Rate Portion Prime-based Advance or continued as a LIBOR Lending Rate Portion LIBOR-based Advance on the expiration date of the Interest LIBOR Period applicable thereto; provided further, however, that ; (ii) no outstanding Loan, or portion thereof, may be continued as, or be converted into, a LIBOR Lending Rate Portion LIBOR-based Advance in the event that, on the earlier of the date of the delivery of the Notice of Conversion or Continuation Request for Advance or the telephonic notice in respect thereof, any Event of Default or Unmatured Event of Default has occurred and is continuing; provided further, however, that ; (iii) if Parent fails to deliver the appropriate Notice of Conversion or Continuation Request for Advance or the telephonic notice in respect thereof pursuant to the required notice period before the expiration of the Interest LIBOR Period of a LIBOR Lending Rate PortionLIBOR-based Advance, such LIBOR Lending Rate Portion LIBOR-based Advance shall automatically be converted to a Prime Lending Rate PortionPrime-based Advance; provided further, however, that and (iv) no outstanding portion of a Loan may be continued as, or be converted into, a LIBOR Lending Rate Portion LIBOR-based Advance in the event that, after giving effect to any such conversion or continuation, there would be more than nine three (93) LIBOR Lending Rate Portions LIBOR-based Advances outstanding. (b) Parent shall give telephonic notice of any proposed continuation or conversion pursuant to this Section 2.6 followed by a Request for Advance, given by facsimile or personal service, delivered to Bank at the address set forth in the Request for Advance, no later than 11:00 a.m., Pacific time, on the Business Day which is the proposed conversion date (in the case of a conversion to a Prime-based Advance) and no later than 9:00 a.m., Pacific time, three (3) Business Days in advance of the proposed conversion or continuation date (in the case of a conversion to, or a continuation of, a LIBOR-based Advance). If Borrowers elect to convert such Request for Advance is received by Bank not later than 11:00 a.m., Pacific time, on a Business Day, such day shall be treated as the Fixed Rate Portion first Business Day of the Term Loans A to the COF Lending Rate Loans pursuant to Section 2.4(a)(ii)required notice period. In any other event, such COF Lending Rate Loans may not notice will be treated as having been received at the opening of business of the next Business Day. A Request for Advance shall specify: (1) the proposed conversion or continuation date (which shall be a Business Day or a Business Day, as applicable); (2) the amount of the Revolving Loan to be converted back into Prime Lending Rate Portions or LIBOR Lending Rate Portions.continued;

Conversion or Continuation Requirements. Section 2.6(a) of the Agreement is hereby amended in its entirety as follows: (a) Parent Borrowers shall have the option to: (i) convert, at any time, all or any portion of any of the outstanding Loans, subject to the requirements of Section 2.4(a), from a portion bearing interest at one of the interest rate options available pursuant to Section 2.4(a) to another; or (ii) upon the expira­tion expiration of any Interest Period applicable to a LIBOR Lending Rate Portion, to continue all or any portion of such LIBOR Lending Rate Portion as a LIBOR Lending Rate Portion with the succeeding Interest Period(s) of such continued LIBOR Lending Rate Portion commencing on the expiration date of the Interest Period previously applica­ble applicable thereto; provided, however, that subject in the following limitations: (i) a LIBOR Lending Rate Portion may only be converted to a Prime Lending Rate Portion Portion, or continued as a LIBOR Lending Rate Portion Portion, on the expiration date of the Interest Period applicable thereto; provided further, however, that ; (ii) no outstanding Loan, or portion thereof, may be continued as, or be converted into, a LIBOR Lending Rate Portion in the event that, on the earlier of the date of the delivery of the Notice of Conversion or Continuation or the telephonic notice in respect thereof, any Event of Default or Unmatured Event of Default has occurred and is continuing; provided further, however, that and (iii) if Parent fails Borrowers fail to deliver the appropriate Notice of Conversion or Continuation or the telephonic notice in respect thereof pursuant to the required notice period before the expiration of the Interest Period of a LIBOR Lending Rate Portion, such LIBOR Lending Rate Portion shall automatically be converted to a Prime Lending Rate Portion; provided further. (b) Borrowers shall give telephonic notice of any proposed continuation or conversion pursuant to this Section 2.6 followed by, howeverif Bank requests, that a Notice of Conversion or Continuation, given by email, facsimile or personal service, delivered to Bank at the address set forth in the Notice of Conversion or Continuation. Such notice must be received no outstanding portion later than 11:00 a.m., Pacific time, on the Business Day which is the proposed conversion date (in the case of a Loan may be continued asconversion to a Prime Lending Rate Portion) and no later than 2:00 p.m., Pacific time, three (3) Business Days in advance of the proposed conversion or continuation date (in the case of a conversion to, or be converted intoa continuation of, a LIBOR Lending Rate Portion in Portion). If such Notice of Conversion or Continuation is received by Bank not later than 2:00 p.m., Pacific time, on a Business Day, such day shall be treated as the event thatfirst Business Day of the required notice period. In any other event, after giving effect to any such notice will be treated as having been received at the opening of business of the next Business Day. A Notice of Conversion or Continuation shall specify: (1) the proposed conversion or continuationcontinuation date (which shall be a Business Day or a Business Day, there would be more than nine as applicable); (92) LIBOR Lending Rate Portions outstanding. If Borrowers elect to convert the Fixed Rate Portion amount of the Term Loans A Revolving Loan to the COF Lending Rate Loans pursuant to Section 2.4(a)(ii), such COF Lending Rate Loans may not be converted back into Prime Lending Rate Portions or LIBOR Lending Rate Portions.continued;

Conversion or Continuation Requirements. Section 2.6(a) of the Agreement is hereby amended in its entirety as follows: (a) Parent Borrower shall have the option to: (i) convert, at any time, all or any portion of any of the outstanding Loans, subject to the limitations and requirements of Section 2.4(a), from a portion bearing interest at one of the interest rate options available pursuant to Section 2.4(a) to another; or (ii) upon the expira­tion expiration of any Interest Period applicable to a LIBOR Lending Rate Portion, to continue all or any portion of such LIBOR Lending Rate Portion as a LIBOR Lending Rate Portion with the succeeding Interest Period(s) of such continued LIBOR Lending Rate Portion commencing on the expiration date of the Interest Period previously applica­ble applicable thereto; provided, however, that subject to the following limitations: (i) a LIBOR Lending Rate Portion may only be converted to a Prime Base Lending Rate Portion Portion, or continued as a LIBOR Lending Rate Portion Portion, on the expiration date of the Interest Period applicable thereto; provided further, however, that ; (ii) no outstanding Loan, or portion thereof, may be continued as, or be converted into, a LIBOR Lending Rate Portion in the event that, on the earlier of the date of the delivery of the Notice of Conversion or Continuation or the telephonic notice in respect thereof, any Event of Default or Unmatured Event of Default has occurred and is continuing; provided further, however, that ; (iii) if Parent Borrower fails to deliver the appropriate Notice of Conversion or Continuation or the telephonic notice in respect thereof pursuant to the required notice period before the expiration of the Interest Period of a LIBOR Lending Rate Portion, such LIBOR Lending Rate Portion shall automatically be converted to a Prime Base Lending Rate Portion; provided further, however, that and (iv) no outstanding portion of a Loan may be continued as, or be converted into, a LIBOR Lending Rate Portion in the event that, after giving effect to any such conversion or continuation, there would be more than nine five (95) LIBOR Lending Rate Portions outstanding. (b) Borrower shall give telephonic notice of any proposed continuation or conversion pursuant to this Section 2.6, and, at Bank's request, followed by a Notice of Conversion or Continuation, given by facsimile or personal service, delivered to Bank at the address set forth in the Notice of Conversion or Continuation. If Borrowers elect Bank shall be given such notice no later than 11:00 a.m., Pacific time, on the Business Day which is the proposed conversion date (in the case of a conversion to convert the Fixed a Base Lending Rate Portion Portion) and no later than 9:00 a.m., Pacific time, three (3) LIBOR Business Days in advance of the Term Loans A to proposed conversion or continuation date(in the COF Lending Rate Loans pursuant to Section 2.4(a)(ii)case of a conversion to, such COF Lending Rate Loans may not be converted back into Prime Lending Rate Portions or a continuation of, a LIBOR Lending Rate Portions.Portion). If such Notice of Conversion or Continuation is received by Bank not later than 11:00 a.m., Pacific time, on a LIBOR Business Day, such day shall be treated as the first LIBOR Business Day of the required notice period. In any other event, such notice will be treated as having been received at the opening of business of the next LIBOR Business Day. A Notice of Conversion or Continuation shall specify: (1) the proposed conversion or continuation date (which shall be a Business Day or a LIBOR Business Day, as applicable); (2) the amount of the Revolving Loan to be converted or continued;

Conversion or Continuation Requirements. Section 2.6(a) of the Agreement is hereby amended in its entirety as follows: (a) Parent 1.8.1 Borrower shall have the option to: (i) convert, at any time, all or any portion of any of the outstanding Loans, subject to the requirements of Section 2.4(a)Subsection 1.2.1, from a portion bearing interest at one of the interest rate options available pursuant to Section 2.4(a) Subsection 1.2.1 to another; or (ii) upon the expira­tion expiration of any Interest Period applicable to a LIBOR Lending Rate Portion, to continue all or any portion of such LIBOR Lending Rate Portion as a LIBOR Lending Rate Portion with the succeeding Interest Period(s) of such continued LIBOR Lending Rate Portion commencing on the expiration date of the Interest Period previously applica­ble applicable thereto; provided, however, that a LIBOR Lending Rate Portion may only be converted to a Prime Base Lending Rate Portion or continued as a LIBOR Lending Rate Portion on the expiration date of the Interest Period applicable thereto; provided further, however, that no outstanding Loan, or portion thereof, may be continued as, or be converted into, a LIBOR Lending Rate Portion in the event that, on the earlier of the date of the delivery of the Notice of Conversion or Continuation or the telephonic notice in respect thereofContinuation, any Event of Default or Unmatured Event of Default has occurred and is continuing; provided further, however, that if Parent Borrower fails to deliver the appropriate Notice of Conversion or Continuation or the telephonic notice in respect thereof pursuant to the required notice period before the expiration of the Interest Period of a LIBOR Lending Rate Portion, such LIBOR Lending Rate Portion shall automatically be converted to a Prime Base Lending Rate Portion; provided further, however, that no outstanding portion of a Loan may be continued as, or be converted into, a LIBOR Lending Rate Portion in the event that, after giving effect to any such conversion or continuation, there would be more than nine five (95) LIBOR Lending Rate Portions outstanding. If Borrowers elect . 1.8.2 Borrower shall give written notice of any proposed continuation or conversion pursuant to convert this Section 1.8 followed by a Notice of Conversion or Notice of Continuation in the Fixed form attached hereto as Exhibit 2 or Exhibit 3, as applicable, given by facsimile or personal service, delivered to Lender at the address set forth in the Notice of Conversion or Continuation, no later than 11:00 a.m., California time, on the Business Day which is the proposed conversion date (in the case of a conversion to a Base Lending Rate Portion of the Term Loans A Portion) and no later than 9:00 a.m., California time, three (3) LIBOR Business Days prior to the COF Lending Rate Loans pursuant to Section 2.4(a)(ii)proposed conversion or continuation date (in the case of a conversion to, such COF Lending Rate Loans may not be converted back into Prime Lending Rate Portions or a continuation of, a LIBOR Lending Rate Portions.Portion). If such Notice of Conversion or Continuation is received by Lender not later than 11:00 a.m., California time, on a LIBOR Business Day, such day shall be treated as the first LIBOR Business Day of the required notice period. In any other event, such notice will be treated as having been received at the opening of business of the next LIBOR Business Day. A Notice of Conversion or Continuation shall specify: (a) the proposed conversion or continuation date (which shall be a Business Day or a LIBOR Business Day, as applicable); (b) the amount of the Loan to be converted or continued;

Conversion or Continuation Requirements. Section 2.6(a) of the Agreement is hereby amended in its entirety as follows: (a) Parent Borrower shall have the option to: (i) convert, at any time, all or any portion of any of the outstanding LoansLoan, subject to the requirements in minimum amounts of Section 2.4(a)Five Hundred Thousand Dollars ($500,000) plus integral multiples of One Hundred Thousand ---- Dollars ($100,000) in excess thereof, from a portion bearing interest at one of the interest rate options available pursuant to Section 2.4(a2.3(a) to another; or (ii) upon the expira­tion expiration of any Interest Period applicable to a LIBOR Lending Rate Portion, to continue all or any portion of such LIBOR Lending Rate Portion as a LIBOR Lending Rate Portion with the succeeding Interest Period(s) Period of such continued LIBOR Lending Rate Portion commencing on the expiration date of the Interest Period previously applica­ble applicable thereto; provided, however, that a LIBOR Lending Rate Portion may -------- ------- only be converted to a Prime Base Lending Rate Portion or continued as a LIBOR Lending Rate Portion on the expiration date of the Interest Period applicable thereto; provided further, however, that no outstanding Loan, or portion thereof, of the Loan may be -------- ------- ------- continued as, or be converted into, a LIBOR Lending Rate Portion in the event that, on the earlier of the date of the delivery of the Notice of Conversion or Continuation or the telephonic notice in respect thereof, any Event of Default or Unmatured Event of Default has occurred and is continuing; provided further, however, that if Parent -------- ------- ------- Borrower fails to deliver the appropriate Notice of Conversion or Continuation or the telephonic notice in respect thereof pursuant to the required notice period before the expiration of the Interest Period of a LIBOR Lending Rate Portion, such LIBOR Lending Rate Portion shall automatically be converted to a Prime Base Lending Rate Portion; provided further, however, that no outstanding -------- ------- ------- portion of a Loan may be continued as, or be converted into, a LIBOR Lending Rate Portion in the event that, after giving effect to any such conversion or continuation, there would be more than nine three (93) LIBOR Lending Rate Portions outstanding. If Borrowers elect . (b) Borrower shall give telephonic notice of any proposed continuation or conversion pursuant to convert this Section 2.5 followed by a Notice of Conversion or Continuation, given by facsimile or personal service, delivered to Bank at the Fixed address set forth in the Notice of Conversion or Continuation, no later than 11:00 a.m., California time, on the Business Day which is the proposed conversion date (in the case of a conversion to a Base Lending Rate Portion Portion) and no later than 9:00 a.m. California time, three (3) LIBOR Business Days in advance of the Term Loans A to proposed conversion or continuation date (in the COF Lending Rate Loans pursuant to Section 2.4(a)(ii)case of a conversion to, such COF Lending Rate Loans may not be converted back into Prime Lending Rate Portions or a continuation of, a LIBOR Lending Rate Portions.Portion). If such Notice of Conversion or Continuation is received by Bank not later than 11:00 a.m., California time, on a LIBOR Business Day, such day shall be treated as the first LIBOR Business Day of the required notice period. In any other event, such notice will be treated as having been received at the opening of business of the next LIBOR Business Day. A Notice of Conversion or Continuation shall specify: (1) the proposed conversion or continuation date (which shall be a Business Day or a LIBOR Business Day, as applicable); (2) the amount of the Loan to be converted or continued;

Conversion or Continuation Requirements. Section 2.6(a) of the Agreement is hereby amended in its entirety as follows: (a) Parent Borrower shall have the option to: (i) convert, at any time, all or any portion of any of the outstanding Loans, subject to the limitations and requirements of Section 2.4(a2.3(a), from a portion bearing interest at one of the interest rate options available pursuant to Section 2.4(a2.3(a) to another; or (ii) upon the expira­tion expiration of any Interest Period applicable to a LIBOR Lending Rate Portion, to continue all or any portion of such LIBOR Lending Rate Portion as a LIBOR Lending Rate Portion with the succeeding Interest Period(s) of such continued LIBOR Lending Rate Portion commencing on the expiration date of the Interest Period previously applica­ble applicable thereto; provided, however, that subject to the following limitations: (i) a LIBOR Lending Rate Portion may only be converted to a Prime Base Lending Rate Portion or continued as a LIBOR Lending Rate Portion on the expiration date of the Interest Period applicable thereto; provided further, however, that ; (ii) no outstanding Loan, or portion thereof, may be continued as, or be converted into, a LIBOR Lending Rate Portion in the event that, on the earlier of the date of the delivery of the Notice of Conversion or Continuation or the telephonic notice in respect thereof, any Event of Default or Unmatured Event of Default has occurred and is continuing; provided further, however, that ; (iii) if Parent Borrower fails to deliver the appropriate Notice of Conversion or Continuation or the telephonic notice in respect thereof pursuant to the required notice period before the expiration of the Interest Period of a LIBOR Lending Rate Portion, such LIBOR Lending Rate Portion shall automatically be converted to a Prime Base Lending Rate Portion; provided further, however, that and (iv) no outstanding portion of a Loan may be continued as, or be converted into, a LIBOR Lending Rate Portion in the event that, after giving effect to any such conversion or continuation, there would be more than nine six (96) LIBOR Lending Rate Portions outstanding. If Borrowers elect . (b) Borrower shall give telephonic notice of any proposed continuation or conversion pursuant to convert this Section 2.5 followed by a Notice of Conversion or Continuation, given by facsimile or personal service, delivered to Administrative Agent at the Fixed address set forth in the Notice of Conversion or Continuation, no later than 10:00 a.m., Pacific time, on the Business Day which is the proposed conversion date (in the case of a conversion to a Base Lending Rate Portion Portion) and no later than 9:00 a.m., Pacific time, three (3) LIBOR Business Days in advance of the Term Loans A to proposed conversion or continuation date (in the COF Lending Rate Loans pursuant to Section 2.4(a)(ii)case of a conversion to, such COF Lending Rate Loans may not be converted back into Prime Lending Rate Portions or a continuation of, a LIBOR Lending Rate Portions.Portion). If such Notice of Conversion or Continuation is received by Administrative Agent not later than 10:00 a.m., Pacific time, on a LIBOR Business Day, such day shall be treated as the first LIBOR Business Day of the required notice period. In any other event, such notice will be treated as having been received at the opening of business of the next LIBOR Business Day. A Notice of Conversion or Continuation shall specify: (1) the proposed conversion or continuation date (which shall be a Business Day or a LIBOR Business Day, as applicable); (2) the amount of the Revolving Loan to be converted or continued;

Conversion or Continuation Requirements. Section 2.6(a) of the Agreement is hereby amended in its entirety as follows: (a) Parent Borrower shall have the option to: (i) convert, at any time, all or any portion of any part of the outstanding Revolving Loans, subject to the requirements in integral multiples of Section 2.4(aOne Hundred Thousand Dollars ($100,000), from a portion Revolving Loan bearing interest at one of the interest rate options available pursuant to Section 2.4(a2.3(a) to another; or (ii) upon the expira­tion expiration of any Interest Period applicable to a LIBOR Lending Eurodollar Rate PortionBorrowing, to continue all or any portion of such LIBOR Lending a Eurodollar Rate Portion Borrowing as a LIBOR Lending Eurodollar Rate Portion Borrowing, with the succeeding Interest Period(s) of such continued LIBOR Lending Eurodollar Rate Portion Borrowing commencing on the expiration date of the Interest Period previously applica­ble applicable thereto; provided, however, that a LIBOR Lending Eurodollar Rate Portion Borrowing may only become a Base Rate Borrowing or be converted to a Prime Lending Rate Portion or continued as a LIBOR Lending Eurodollar Rate Portion Borrowing on the expiration date of the Interest Period applicable thereto; provided further, however, that no outstanding Loan, or portion thereof, Revolving Loan may be continued as, or be converted into, a LIBOR Lending Eurodollar Rate Portion Borrowing in the event that, on the earlier of the date of the delivery of the Notice of Conversion or Continuation or the telephonic notice in respect thereof, any Event of Default or Unmatured Event of Default has occurred and is continuing; provided further, however, that if Parent Borrower fails to deliver the appropriate Notice of Conversion or Continuation or the telephonic notice in respect thereof pursuant to the required notice period before the expiration of the Interest Period of a LIBOR Lending Eurodollar Rate PortionBorrowing, such LIBOR Lending Eurodollar Rate Portion Borrowing shall automatically be converted to a Prime Lending Base Rate Portion; provided furtherBorrowing, howeverupon the expiration of the applicable Interest Period. (b) Borrower shall give telephonic notice of any proposed continuation or conversion pursuant to this Section 2.5 followed by a Notice of Conversion or Continuation, that given by telex, telecopy, facsimile, or personal service, delivered to Bank at both of the addresses set forth in the Notice of Conversion or Continuation, in the form of Exhibit 4. Such telephonic notice shall be given no outstanding portion later than 11:00 a.m., California time, on the Business Day which is the proposed conversion date (in the case of a Loan may be continued asconversion to a Base Rate Borrowing) and no later than 11:00 a.m. California time, one (1) Business Day in advance of the proposed conversion date (in the case of a conversion of a Eurodollar Rate Borrowing to a Base Rate Borrowing), three (3) Eurodollar Business Days in advance of the proposed conversion or continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Borrowing). If such Notice of Conversion or Continuation is received by Bank not later than 11:00 a.m., California time, on a Eurodollar Business Day, such day shall be treated as the first Eurodollar Business Day of the required notice period. In any other event, such notice will be treated as having been received at the opening of business of the next Eurodollar Business Day. A Notice of Conversion or Continuation shall specify: (1) the proposed conversion or continuation date (which shall be a Business Day or a Eurodollar Business Day, as applicable); (2) the amount of the Revolving Loan to be converted into, a LIBOR Lending Rate Portion in the event that, after giving effect to any such conversion or continuation, there would be more than nine (9) LIBOR Lending Rate Portions outstanding. If Borrowers elect to convert the Fixed Rate Portion of the Term Loans A to the COF Lending Rate Loans pursuant to Section 2.4(a)(ii), such COF Lending Rate Loans may not be converted back into Prime Lending Rate Portions or LIBOR Lending Rate Portions.continued;

Conversion or Continuation Requirements. Section 2.6(a) of the Agreement is hereby amended in its entirety as follows: (a) Parent 1.7.1 Borrower shall have the option to: (i) convert, at any time, all or any portion of any of the outstanding Loans, subject to the requirements of Section 2.4(a)Subsection 1.2.1, from a portion bearing interest at one of the interest rate options available pursuant to Section 2.4(a) Subsection 1.2.1 to another; or (ii) upon the expira­tion expiration of any Interest Period applicable to a LIBOR Lending Rate Portion, to continue all or any portion of such LIBOR Lending Rate Portion as a LIBOR Lending Rate Portion with the succeeding Interest Period(s) of such continued LIBOR Lending Rate Portion commencing on the expiration date of the Interest Period previously applica­ble applicable thereto; provided, however, that a LIBOR Lending Rate Portion may only be converted to a Prime Base Lending Rate Portion or continued as a LIBOR Lending Rate Portion on the expiration date of the Interest Period applicable thereto; provided further, however, that no outstanding Loan, or portion thereof, may be continued as, or be converted into, a LIBOR Lending Rate Portion in the event that, on the earlier of the date of the delivery of the Notice of Conversion or Continuation or the telephonic notice in respect thereof, any Event of Default or Unmatured Event of Default has occurred and is continuing; provided further, however, that if Parent Borrower fails to deliver the appropriate Notice of Conversion or Continuation or the telephonic notice in respect thereof pursuant to the required notice period before the expiration of the Interest Period of a LIBOR Lending Rate Portion, such LIBOR Lending Rate Portion shall automatically be converted to a Prime Base Lending Rate Portion; provided further, however, that no outstanding portion of a Loan may be continued as, or be converted into, a LIBOR Lending Rate Portion in the event that, after giving effect to any such conversion or continuation, there would be more than nine six (96) LIBOR Lending Rate Portions outstanding. If Borrowers elect . 1.7.2 Borrower shall give telephonic notice of any proposed continuation or conversion pursuant to convert this Section 1.7 followed by a Notice of Conversion or Notice of Continuation in the Fixed form attached hereto as Exhibit 2 or Exhibit 3, as applicable, given by facsimile or personal service, delivered to Agent at the address set forth in the Notice of Conversion or Continuation, no later than 11:00 a.m., California time, on the Business Day which is the proposed conversion date (in the case of a conversion to a Base Lending Rate Portion of the Term Loans A Portion) and no later than 11:00 a.m., California time, three (3) LIBOR Business Days prior to the COF Lending Rate Loans pursuant to Section 2.4(a)(ii)proposed conversion or continuation date (in the case of a conversion to, such COF Lending Rate Loans may not be converted back into Prime Lending Rate Portions or a continuation of, a LIBOR Lending Rate PortionsPortion). If such Notice of Conversion or Continuation is received by Agent not later than 11:00 a.m., California time, on a LIBOR Business Day, such day shall be treated as the first LIBOR Business Day of the required notice period. In any other event, such notice will be treated as having been received at the opening of business of the next LIBOR Business Day. A Notice of Conversion or Continuation shall specify: (a) the proposed conversion or continuation date (which shall be a Business Day or a LIBOR Business Day, as applicable); (b) the amount of the Loan to be converted or continued; (c) the nature of the proposed conversion or continuation; and (d) in the case of a conversion to or continuation of a LIBOR Lending Rate Portion, the requested Interest Period. 1.7.3 Neither Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above which Agent believes in good faith to have been given by a Responsible Officer of Borrower or for otherwise acting in good faith under this Section 1.7. Any Notice of Conversion or Continuation (or telephonic notice in respect thereof) shall be irrevocable and Borrower shall be bound to convert or continue in accordance therewith.

Conversion or Continuation Requirements. Section 2.6(a) of the Agreement is hereby amended in its entirety as follows: (a) Parent shall have the option to: (i) convert, at any time, all or any portion of any of the outstanding Loans, subject to the limitations and requirements of Section 2.4(a), from a portion bearing interest at one of the interest rate options available pursuant to Section 2.4(a) to another; or (ii) upon the expira­tion expiration of any Interest Period applicable to a LIBOR Lending Rate Portion, to continue all or any portion of such LIBOR Lending Rate Portion as a LIBOR Lending Rate Portion with the succeeding Interest Period(s) of such continued LIBOR Lending Rate Portion commencing on the expiration date of the Interest Period previously applica­ble applicable thereto; provided, however, that subject in the following limitations: (i) a LIBOR Lending Rate Portion may only be converted to a Prime Base Lending Rate Portion or continued as a LIBOR Lending Rate Portion on the expiration date of the Interest Period applicable thereto; provided further, however, that ; (ii) no outstanding Loan, or portion thereof, may be continued as, or be converted into, a LIBOR Lending Rate Portion in the event that, on the earlier of the date of the delivery of the Notice of Conversion or Continuation or the telephonic notice in respect thereof, any Event of Default or Unmatured Event of Default has occurred and is continuing; provided further, however, that ; (iii) if Parent fails to deliver the appropriate Notice of Conversion or Continuation or the telephonic notice in respect thereof pursuant to the required notice period before the expiration of the Interest Period of a LIBOR Lending Rate Portion, such LIBOR Lending Rate Portion shall automatically be converted to a Prime Base Lending Rate Portion; provided further, however, that and (iv) no outstanding portion of a Loan may be continued as, or be converted into, a LIBOR Lending Rate Portion in the event that, after giving effect to any such conversion or continuation, there would be more than nine three (93) LIBOR Lending Rate Portions outstanding. If Borrowers elect . (b) Parent shall give telephonic notice of any proposed continuation or conversion pursuant to convert this Section 2.6 followed by a Notice of Conversion or Continuation, given by facsimile or personal service, delivered to Bank at the Fixed address set forth in the Notice of Conversion or Continuation, no later than 11:00 a.m., Pacific time, on the Business Day which is the proposed conversion date (in the case of a conversion to a Base Lending Rate Portion Portion) and no later than 9:00 a.m., Pacific time, three (3) LIBOR Business Days in advance of the Term Loans A to proposed conversion or continuation date (in the COF Lending Rate Loans pursuant to Section 2.4(a)(ii)case of a conversion to, such COF Lending Rate Loans may not be converted back into Prime Lending Rate Portions or a continuation of, a LIBOR Lending Rate Portions.Rate

Conversion or Continuation Requirements. Section 2.6(a) of the Agreement is hereby amended in its entirety as follows: (a) Parent shall have the option to: (i) convert, at any time, all or any portion of any of the outstanding Loans, subject to the requirements of Section 2.4(a), from a portion bearing interest at one of the interest rate options available pursuant to Section 2.4(a) to another; or (ii) upon the expira­tion of any Interest Period applicable to a LIBOR Lending Rate Portion, to continue all or any portion of such LIBOR Lending Rate Portion as a LIBOR Lending Rate Portion with the succeeding Interest Period(s) of such continued LIBOR Lending Rate Portion commencing on the expiration date of the Interest Period previously applica­ble thereto; provided, however, that a LIBOR Lending Rate Portion may only be converted to a Prime Lending Rate Portion or continued as a LIBOR Lending Rate Portion on the expiration date of the Interest Period applicable thereto; provided further, however, that no outstanding Loan, or portion thereof, may be continued as, or be converted into, a LIBOR Lending Rate Portion in the event that, on the earlier of the date of the delivery of the Notice of Conversion or Continuation or the telephonic notice in respect thereof, any Event of Default or Unmatured Event of Default has occurred and is continuing; provided further, however, that if Parent fails to deliver the appropriate Notice of Conversion or Continuation or the telephonic notice in respect thereof pursuant to the required notice period before the expiration of the Interest Period of a LIBOR Lending Rate Portion, such LIBOR Lending Rate Portion shall automatically be converted to a Prime Lending Rate Portion; provided further, however, that no outstanding portion of a Loan may be continued as, or be converted into, a LIBOR Lending Rate Portion in the event that, after giving effect to any such conversion or continuation, there would be more than nine three (93) LIBOR Lending Rate Portions outstanding. If Borrowers elect to convert the Fixed Rate Portion . (b) Parent shall give telephonic notice of the Term Loans A to the COF Lending Rate Loans any proposed continuation or conversion pursuant to this Section 2.4(a)(ii)2.6 followed by a Notice of Conversion or Continuation, such COF Lending Rate Loans may not be converted back into given by facsimile or personal service, delivered to Agent at the address set forth in the Notice of Conversion or Continuation, no later than 11:00 a.m., Pacific time, on the Business Day which is the proposed conversion date (in the case of a conversion to a Prime Lending Rate Portions Portion) and no later than 9:00 a.m., Pacific time, three (3) LIBOR Business Days in advance of the proposed conversion or continuation date (in the case of a conversion to, or a continuation of, a LIBOR Lending Rate Portions.Portion­). If such Notice of Conversion or Continuation is received by Agent not later than 11:00 a.m., Pacific time, on a LIBOR Business Day, such day shall be treated as the first LIBOR Business Day of the required notice period. In any other event, such notice will be treated as having been received at the opening of business of the next LIBOR Business Day. A Notice of Conversion or Continuation shall specify: (1) the proposed conversion or continuation date (which shall be a Business Day or a LIBOR Business Day, as applicable); (2) the amount of the Revolving Loan to be converted or continued;