Common use of Continuation and Conversion Options Clause in Contracts

Continuation and Conversion Options. Borrowers may elect from time to time to convert all or a portion of the outstanding Term Loan bearing interest at a rate determined by reference to one basis to a Term Loan bearing interest at a rate determined by reference to an alternative basis by giving the Agent irrevocable notice in the form of Exhibit A not later than 11:00 a.m., New York time, (i) at least one (1) Business Day prior to an election to convert LIBO Rate Loans to Base Rate Loans and (ii) at least five (5) LIBO Business Days' prior to an election to convert Base Rate Loans to LIBO Rate Loans; provided that any conversion of LIBO Rate Loans shall only be made on the last day of an Interest Period with respect thereto; provided, further that no Base Rate Loan may be converted to a LIBO Rate Loan so long as an Event of Default or Potential Event of Default has occurred and is continuing. Borrowers may elect from time to time to continue their outstanding LIBO Rate Loans upon the expiration of the Interest Period(s) applicable thereto by giving to the Agent irrevocable notice in the form of Exhibit A not later than 11:00 a.m., New York time, at least five (5) LIBO Business Days' prior to continuation of a LIBO Rate Loan, and the succeeding Interest Period(s) of such continued LIBO Rate Loan will commence on the last day of the Interest Period of the LIBO Rate Loan to be continued, provided that no LIBO Rate Loan may be continued as a LIBO Rate Loan so long as an Event of Default or Potential Event of Default has occurred and is continuing. Each notice electing to convert or continue all or a portion of the Term Loan shall specify: (i) the proposed conversion/continuation date; (ii) the amount of the Term Loan to be converted/continued;

Continuation and Conversion Options. Borrowers The Borrower may elect from time to time to convert all or a portion of the its outstanding Term Loan Loans from Loans bearing interest at a rate determined by reference to one basis to a Term Loan Loans bearing interest at a rate determined by reference to an alternative basis by giving the Agent irrevocable notice in the form of Exhibit A not later than 11:00 a.m., New York time, (i) at least one (1) Business Day prior to an election to convert LIBO Rate Loans to Base Rate Loans and (ii) at least five three (53) LIBO Business Days' prior to irrevocable notice of an election to convert Base Rate Loans to LIBO Rate Loans; provided , PROVIDED that any conversion of LIBO Loans other than Base Rate Loans shall only be made on the last day of an Interest Period with respect thereto; provided, further PROVIDED, FURTHER that no Base Rate Loan may be converted to a LIBO Loan other than a Base Rate Loan so long as an Event of Default or Potential Event of Default has occurred and is continuing. Borrowers The Borrower may elect from time to time to continue their its outstanding LIBO Loans other than Base Rate Loans upon the expiration of the Interest Period(s) applicable thereto by giving to the Agent irrevocable notice in the form of Exhibit A not later than 11:00 a.m., New York time, at least five three (53) LIBO Business Days' prior to irrevocable notice of continuation of a LIBO Rate Loan, Loan and the succeeding Interest Period(s) of such continued LIBO Rate Loan or Loans will commence on the last day of the Interest Period of the LIBO Rate Loan to be continued, provided PROVIDED that no LIBO Rate Loan may be continued as a LIBO Loan other than a Base Rate Loan so long as an Event of Default or Potential Event of Default has occurred and is continuing. Each notice electing to convert or continue all or a portion Loan shall be in the form of the Term Loan EXHIBIT E hereto, and shall specify: (i) the proposed conversion/continuation date; (ii) the amount of the Term Loan to be converted/continued;; (iii) the nature of the proposed continuation/conversion; and (iv) in the case of a conversion to, or continuation of, a Loan other than a Base Rate Loan, the requested Interest Period, and shall certify that no Event of Default or Potential Event of Default has occurred and is continuing. On the date on which such conversion or continuation is being made each Lender shall take such action as is necessary to effect such conversion or continuation. In the event that no notice of continuation or conversion is received by the Agent with respect to outstanding Loans other than Base Rate Loans, upon expiration of the Interest Period(s) applicable thereto, such Loans shall convert to Base Rate Loans. Subject to the limitations set forth in this Section and in the definition of Interest Period, all or any part of outstanding Loans may be converted or continued as provided herein, PROVIDED that partial conversions or continuations with respect to Loans other than Base Rate Loans shall be in an aggregate minimum amount of $1,000,000.

Continuation and Conversion Options. Borrowers (a) The Borrower may elect from time to time time, by delivery to Agent of a Conversion/Continuation Request, to convert all any of its outstanding Loans of any Class to a Loan of the same Class but of another Type and such Loans shall thereafter bear interest as a Base Rate Loan or a portion of the outstanding Term Loan bearing interest at a rate determined by reference to one basis to a Term Loan bearing interest at a rate determined by reference to an alternative basis by giving the Agent irrevocable notice in the form of Exhibit A not later than 11:00 a.m.LIBOR Rate Loan, New York time, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least one (1) Business Day Day’s prior to an election to convert LIBO Rate Loans to Base Rate Loans written notice of such election, and (ii) at least five (5) LIBO Business Days' prior to an election to convert Base Rate Loans to LIBO Rate Loans; provided that any such conversion of LIBO Rate Loans shall only be made on the last day of an the Interest Period with respect theretoto such LIBOR Rate Loan unless Borrower pays Breakage Costs as required under this Agreement; provided, further that no (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan or any continuation of a LIBOR Rate Loan, Borrower shall give the Agent at least three (3) Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan to be so converted or continued shall be in a minimum aggregate amount of $1,000,000 or an integral multiple of $250,000 in excess thereof, and, after giving effect to the making of such Loan, there shall be no more than six (6) LIBOR Rate Loans and one (1) Base Rate Loan outstanding at any one time; (iii) no Loan may be converted to into or continued as a LIBO LIBOR Rate Loan so long as an Event of Default or Potential when any Event of Default has occurred and is continuing; and (iv) unless otherwise specified herein, no conversion from a LIBOR Rate Loan to a Base Rate Loan may be made other than at the end of the applicable Interest Period. Borrowers All or any part of the outstanding Loans of a Class of any Type may elect from time be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in a principal amount of less than $1,000,000 or an integral multiple of $250,000 or a LIBOR Rate Loan in a principal amount of less than $1,000,000 or an integral multiple of $250,000. Each Conversion/Continuation Request relating to time the conversion of a Base Rate Loan to continue their outstanding LIBO a LIBOR Rate Loans Loan or a continuation of a LIBOR Rate Loan shall be irrevocable by the Borrower. (b) Any LIBOR Rate Loan of any Class may be continued as such Type and such Class upon the expiration of the an Interest Period(s) applicable Period with respect thereto by giving to compliance by the Agent irrevocable notice in Borrower with the form terms of Exhibit A not later than 11:00 a.m., New York time, at least five (5) LIBO Business Days' prior to continuation of a LIBO Rate Loan, and the succeeding Interest Period(s) of such continued LIBO §4.1; provided that no LIBOR Rate Loan will commence may be continued as such when any Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Event of Default. (c) In the event that the Borrower does notify the Agent of its election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued at the end of the LIBO applicable Interest Period as a LIBOR Rate Loan to for an Interest Period of the one-month, two-month, three-month, or six-month LIBOR period initially selected by Borrower unless such Interest Period shall be continued, provided that no LIBO Rate Loan may be continued as a LIBO Rate Loan so long as greater than the time remaining until the Maturity Date or if an Event of Default or Potential Event of Default has occurred and is continuing. Each notice electing , in which case such Loan shall be automatically converted to convert or continue all or a portion Base Rate Loan at the end of the Term Loan applicable Interest Period. (d) The Agent shall specify: (i) promptly notify the proposed conversion/continuation date; (ii) Borrower and the amount Lenders of the Term interest rate applicable to each LIBOR Rate Loan to be converted/continued;upon determination thereof.

Continuation and Conversion Options. Borrowers The Borrower may elect from time to time to convert all or a portion of the its outstanding Term Loan Loans from Loans bearing interest at a rate determined by reference to one basis to a Term Loan Loans bearing interest at a rate determined by reference to an alternative basis by giving the Agent irrevocable notice in the form of Exhibit A not later than 11:00 a.m., New York time, Lender (i) at least one (1) Business Day prior to irrevocable notice of an election to convert LIBO Rate Loans to Base Rate Loans and (ii) at least five three (53) LIBO Business Days' prior to irrevocable notice of an election to convert Base Rate Loans to LIBO Rate Loans; provided , PROVIDED that any conversion of LIBO Loans other than Base Rate Loans shall only be made on the last day of an Interest Period with respect thereto; provided, further PROVIDED, FURTHER that no Base Rate Loan may be converted to a LIBO Loan other than a Base Rate Loan so long as an Event of Default or Potential Event of Default has occurred and is continuing. Borrowers The Borrower may elect from time to time to continue their its outstanding LIBO Loans other than Base Rate Loans upon the expiration of the Interest Period(s) applicable thereto by giving to the Agent irrevocable notice in the form of Exhibit A not later than 11:00 a.m., New York time, Lender at least five three (53) LIBO Business Days' prior to irrevocable notice of continuation of a LIBO Rate Loan, Loan and the succeeding Interest Period(s) of such continued LIBO Rate Loan or Loans will commence on the last day of the Interest Period of the LIBO Rate Loan to be continued, provided PROVIDED that no LIBO Rate Loan may be continued as a LIBO Loan other than a Base Rate Loan so long as an Event of Default or Potential Event of Default has occurred and is continuing. Each notice electing to convert or continue all or a portion of the Term Loan shall specify: (i) the proposed conversion/continuation date; (ii) the amount of the Term Loan to be converted/continued;; (iii) the nature of the proposed continuation/conversion; and (iv) in the case of a conversion to, or continuation of, a Loan other than a Base Rate Loan, the requested Interest Period, and shall certify that no Event of Default or Potential Event of Default has occurred and is continuing. On the date on which such conversion or continuation is being made the Lender shall take such action as is necessary to effect such conversion or continuation. In the event that no notice of continuation or conversion is received by the Lender with respect to outstanding Loans other than Base Rate Loans, upon expiration of the Interest Period(s) applicable thereto, such Loans shall convert to Base Rate Loans. Subject to the limitations set forth in this Section and in the definition of Interest Period, all or any part of outstanding Loans may be converted or continued as provided herein.

Continuation and Conversion Options. Borrowers The Borrower may elect from time to time to convert all or a portion of the any outstanding Term Loan Loans from Loans bearing interest at a rate determined by reference to one basis to a Term Loan Loans bearing interest at a rate determined by reference to an alternative basis by giving the Agent (i) irrevocable notice in the form of Exhibit A not later than 11:00 a.m., New York time, (i) at least one (1) Business Day prior to D of an election to convert LIBO Rate Loans to Base Prime Rate Loans and (ii) at least five three (53) LIBO Business Days' prior to irrevocable notice of an election to convert Base Rate Loans to LIBO Rate Loans; , provided that any conversion of LIBO Loans other than Prime Rate Loans shall only be made on the last day of an Interest Period with respect thereto; , provided, further that no Base Rate Loan may be converted to a LIBO Loan other than a Prime Rate Loan so long as an Event of Default or Potential Event of Default has occurred and is continuing. Borrowers The Borrower may elect from time to time to continue their any outstanding LIBO Loans other than Prime Rate Loans upon the expiration of the Interest Period(s) applicable thereto by giving to the Agent at least three (3) LIBO Business Days' prior irrevocable notice in the form of Exhibit A not later than 11:00 a.m., New York time, at least five (5) LIBO Business Days' prior to D of continuation of a LIBO Rate Loan, Loan and the succeeding Interest Period(s) of such continued LIBO Rate Loan or Loans will commence on the last day of the Interest Period of the LIBO Rate Loan to be continued, provided that no LIBO Rate Loan may be continued as a LIBO Loan other than a Prime Rate Loan so long as an Event of Default or Potential Event of Default has occurred and is continuing. Each notice electing to convert or continue all or a portion Loan shall be in the form of the Term Loan Exhibit D and shall specify: (i) the proposed conversion/continuation date; (ii) the amount of the Term Loan to be converted/continued;; (iii) the nature of the proposed continuation/conversion; and (iv) in the case of a conversion to, or continuation of, a Loan other than a Prime Rate Loan, the requested Interest Period, and shall certify that no Event of Default or Potential Event of Default has occurred and is continuing. On the date on which such conversion or continuation is being made each Lender shall take such action as is necessary to effect such conversion or continuation. In the event that no Notice of Continuation or Conversion is received by the Agent with respect to outstanding Loans other than Prime Rate Loans, upon expiration of the Interest Period(s) applicable thereto, such Loans shall convert to Prime Rate Loans. Subject to the limitations set forth in this Section and in the definition of Interest Period, all or any part of outstanding Loans may be converted or continued as provided herein, provided that partial conversions or continuations with respect to Loans other than Prime Rate Loans shall be in an aggregate minimum amount of $1,000,000 and in an integral multiple of $250,000 in excess thereof.

Continuation and Conversion Options. Borrowers Borrower may elect from time to time to convert all or a portion of the outstanding Term Loan Revolving Loans from Revolving Loans bearing interest at a rate determined by reference to one basis to a Term Loan Revolving Loans bearing interest at a rate determined by reference to an alternative basis by giving if Borrower gives the Agent (a) at any time irrevocable notice in the form of Exhibit A not later than 11:00 a.m., New York time, (i) at least one (1) Business Day prior to an election to convert LIBO LIBOR Rate Loans to Base Rate Loans and (iib) at least five three (53) LIBO LIBOR Business Days' Days prior to irrevocable notice of an election to convert Base Rate Loans to LIBO LIBOR Rate Loans; , provided that any conversion of LIBO LIBOR Rate Loans to Base Rate Loans shall only be made on the last day of an Interest Period with respect thereto; provided, and provided further that no Base Rate Loan may be converted to a LIBO LIBOR Rate Loan so long as an Event of Default or Potential Event of Default has occurred and is continuing. Borrowers Borrower may elect from time to time to continue their its outstanding LIBO LIBOR Rate Loans upon the expiration of the Interest Period(s) applicable thereto by giving if Borrower gives to the Agent irrevocable notice in the form of Exhibit A not later than 11:00 a.m., New York time, continuation of such a LIBOR Rate at least five three (53) LIBO LIBOR Business Days' Days prior to continuation of a LIBO Rate Loan, the expiration thereof and the succeeding Interest Period(s) of such continued LIBO Rate Loan will commence on the last day of the Interest Period of the LIBO Rate Loan to be continued, provided that no LIBO Rate Loan may be continued as a LIBO Rate Loan so long as an Event of Default or Potential Event of Default has not occurred and is not continuing. Each notice electing to convert or continue all or a portion of the Term Revolving Loan shall specify: (i) the proposed conversion/continuation date; (ii) the amount of the Term Revolving Loan to be converted/continued;; (iii) the nature of the proposed continuation/conversion; and (iv) in the case of a conversion to, or continuation of a LIBOR Rate Loan, the requested Interest Period, and shall certify that no Event of Default or Potential Event of Default has occurred and is continuing. On the date on which such conversion or continuation is being made the Agent shall take such action as is necessary to effect such conversion or continuation. In the event that no notice of continuation or conversion is received by the Agent with respect to outstanding LIBOR Rate Loans, upon expiration of the Interest Period(s) applicable thereto, such LIBOR Rate Loans shall convert to Base Rate Loans. Subject to the limitations set forth in this Section and in the definition of Interest Period, all or any part of outstanding Revolving Loans may be converted or continued as provided herein, provided that partial conversions or continuations shall be in an aggregate principal amount of not less than (A) $1,000,000 and in an integral multiple of $100,000 for a Revolving Loan consisting of a Base Rate Loan; (B) $1,000,000 and in an integral multiple of $500,000 above such amount for a LIBOR Rate Loan; and (C) the outstanding balance of the Revolving Loan being converted or continued.

Continuation and Conversion Options. Borrowers The Borrower may elect from time to time to convert all or a portion of the its outstanding Term Loan Loans from Loans tions bearing interest at a rate determined by reference to one basis to a Term Loan Loans bearing interest at a rate determined by reference to an alternative basis by giving the Agent irrevocable notice in the form of Exhibit A not later than 11:00 a.m., New York time, (i) at least one (1) Business Day prior to irrevocable notice of an election to convert LIBO Eurodollar Rate Loans to Base Rate Loans and (ii) at least five (5) LIBO three Eurodollar Business Days' prior to irrevocable notice of an election to convert Base Rate Loans to LIBO Eurodollar Rate Loans; provided that any conversion of LIBO Eurodollar Rate Loans shall only be made on the last day of an Interest Period with respect thereto; provided, further that no Base Rate Loan may be converted to a LIBO Eurodollar Rate Loan so long as an Event of Default or Potential Event of Default has occurred and is continuing. Borrowers The Borrower may elect from time to time to continue their its outstanding LIBO Eurodollar Rate Loans upon the expiration of the Interest Period(s) applicable thereto by giving to the Agent irrevocable notice in the form of Exhibit A not later than 11:00 a.m., New York time, at least five (5) LIBO three Eurodollar Business Days' prior to irrevocable notice of continuation of a LIBO Eurodollar Rate Loan, Loan and the succeeding Interest Period(s) of such continued LIBO Rate Loan or Loans will commence on the last day of the Interest Period of the LIBO Rate Loan to be continued, ; provided that no LIBO Eurodollar Rate Loan may be continued as a LIBO Eurodollar Rate Loan so long as an Event of Default or Potential Event of Default has occurred and is continuing. Each notice electing to convert or continue all or a portion of the Term Loan shall specify: (i) the proposed conversion/continuation date; (ii) the amount of the Term Loan to be converted/continued;; (iii) the nature of the proposed continuation/conversion; (iv) in the case of a conversion to, or continuation of a Eurodollar Rate Loan, the requested Interest Period; and (v) whether the Loan is a Revolving Loan or Term Loan, and shall certify that no Event of Default or Potential Event of Default has occurred and is continuing. On the date on which such conversion or continuation is being made, each Bank shall take such action as is necessary to effect such conversion or continuation. In the event that no notice of continuation or conversion is received by the Agent with respect to outstanding Eurodollar Rate Loans, upon expiration of the Interest Period(s) applicable thereto, such Loans shall convert to Base Rate Loans. Subject to the limitations set forth in this Section and in the definition of Interest Period, all or any part of outstanding Loans may be converted or continued as provided herein; provided that partial conversions or continuations of any Base Rate Loan to a Eurodollar Rate Loan shall be in an aggregate minimum amount of $2,000,000 and in an integral multiple of $500,000 thereafter and any conversion of a Eurodollar Rate Loan to a Base Rate Loan shall be in an aggregate minimum amount of $1,000,000 and in an integral multiple of $100,000. A notice of conversion/continuation shall be irrevocable, may be given orally (including telephonically), and shall be promptly confirmed by a notice of conversion/continuation in writing substantially in the form of Exhibit G on the same Business Day, or in writing substantially in the form of Exhibit G (including facsimile transmission) and any conflict regarding a notice or between an oral notice and a written notice applicable to the same Loan shall be conclusively determined in the absence of manifest error by the Agent's books and records. The Agent's failure to receive any written notice of a particular Loan shall not relieve the Borrower of its obligations to repay the Loan made and to pay interest thereon. The Agent shall not incur any liability to the Borrower in acting upon any notice which the Agent believes in good faith to have been given by a Person duly authorized to borrow on behalf of the Borrower.

Continuation and Conversion Options. Borrowers Any Borrower may elect from time ----------------------------------- to time to convert all or a portion of the its outstanding Term Loan Loans from Loans bearing interest at a rate determined by reference to one basis to a Term Loan Loans bearing interest at a rate determined by reference to an alternative basis by giving the Agent (i) irrevocable written notice in the form of Exhibit A not later than 11:00 a.m., New York time, (i) at least one (1) Business Day prior to a Notice of Conversion/Continuation of an election to convert LIBO Eurodollar Rate Loans to Base Rate Loans and (ii) at least five three (53) LIBO Eurodollar Business Days' prior to irrevocable written notice in the form of a Notice of Conversion/Continuation of an election to convert Base Rate Loans to LIBO Eurodollar Rate Loans; , provided that any conversion of LIBO Eurodollar -------- Rate Loans shall only be made on the last day of an Interest Period with respect thereto; , provided, further that no Base Rate Loan may be converted to a LIBO Eurodollar Rate -------- ------- Loan so long as an Event of Default or Potential Event of Default has occurred and is continuing. Borrowers Any Borrower may elect from time to time to continue their its outstanding LIBO Eurodollar Rate Loans upon the expiration of the Interest Period(s) applicable thereto by giving to the Agent at least three (3) Eurodollar Business Days' prior irrevocable written notice of continuation in the form of Exhibit A not later than 11:00 a.m., New York time, at least five (5) LIBO Business Days' prior to continuation a Notice of Conversion/Continuation of a LIBO Eurodollar Rate Loan, Loan and the succeeding Interest Period(s) of such continued LIBO Rate Loan or Loans will commence on the last day of the Interest Period of the LIBO Rate Loan to be continued, provided that no LIBO Rate Loan may be -------- continued as a LIBO Eurodollar Rate Loan so long as an Event of Default or Potential Event of Default default has occurred and is continuing. Each notice electing to convert or continue all or a portion Loan shall be in the form of the Term Loan a Notice of Conversion/Continuation and shall specify: (i) the proposed conversion/continuation date; (ii) the amount of the Term Loan to be converted/continued;; (iii) the nature of the proposed continuation/conversion; (iv) in the case of a conversion to, or continuation of, a Eurodollar Rate Loan, the requested Interest Period; and (v) the Borrower electing to convert or continue the Loan; and shall certify that no Event of Default or Potential Event of Default has occurred and is continuing. On the date on which such conversion or continuation is being made each Lender shall take such action as is necessary to effect such conversion or continuation. In the event that no notice of continuation or conversion is received by the Agent with respect to outstanding Eurodollar Rate Loans, upon expiration of the Interest Period(s) applicable thereto, such Loans shall convert to Base Rate Loans. Subject to the limitations set forth in this Section and in the definition of Interest Period, all or any part of outstanding Loans may be converted or continued as provided herein, provided that partial --------- conversions or continuations with respect to Eurodollar Rate Loans shall be in an aggregate minimum amount of $1,000,000 and in an integral multiple of $1,000,000 in excess hereof.

Continuation and Conversion Options. Borrowers The Borrower may elect from ----------------------------------- time to time to convert all or a portion of the its outstanding Term Loan Loans from Loans bearing interest at a rate determined by reference to one basis to a Term Loan Loans bearing interest at a rate determined by reference to an alternative basis by giving the Agent irrevocable notice in the form of Exhibit A not later than 11:00 a.m., New York time, prior to 10:00 A.M. San Francisco time (i) at least one (1) Business Day prior to an election to convert LIBO Rate Loans to Base Rate Loans and (ii) at least five three (53) LIBO Business Days' prior to irrevocable notice of an election to convert Base Rate Loans to LIBO Rate Loans; , provided that any conversion of LIBO Loans other than Base Rate -------- Loans shall only be made on the last day of an Interest Period with respect thereto; , provided, further that no Base Rate Loan may be converted to a LIBO Loan other than a -------- ------- Base Rate Loan so long as an Event of Default or Potential Event of Default has occurred and is continuing. Borrowers The Borrower may elect from time to time to continue their its outstanding LIBO Loans other than Base Rate Loans upon the expiration of the Interest Period(s) applicable thereto by giving to the Agent irrevocable notice in the form of Exhibit A not later than 11:00 a.m., New York time, at least five three (53) LIBO Business Days' prior to irrevocable notice of continuation of a LIBO Rate Loan, Loan and the succeeding Interest Period(s) of such continued LIBO Rate Loan or Loans will commence on the last day of the Interest Period of the LIBO Rate Loan to be continued, provided that no LIBO Rate Loan may be continued as a LIBO Loan other than a Base Rate Loan so -------- long as an Event of Default or Potential Event of Default has occurred and is continuing. Each notice electing to convert or continue all or a portion Loan shall be in the form of the Term Loan Exhibit C hereto, and shall specify: (i) the proposed --------- conversion/continuation date; (ii) the amount of the Term Loan to be converted/continued;; (iii) the nature of the proposed continuation/conversion; and (iv) in the case of a conversion to, or continuation of, a Loan other than a Base Rate Loan, the requested Interest Period, and shall certify that no Event of Default or Potential Event of Default has occurred and is continuing. On the date on which such conversion or continuation is being made each Lender shall take such action as is necessary to effect such conversion or continuation. In the event that no notice of continuation or conversion is received by the Agent with respect to outstanding Loans other than Base Rate Loans, upon expiration of the Interest Period(s) applicable thereto, such Loans shall continue with Interest Periods having the same duration as the expiring Interest Periods. Subject to the limitations set forth in this Section and in the definition of Interest Period, all or any part of outstanding Loans may be converted or continued as provided herein, provided that partial conversions or -------- continuations with respect to Loans other than Base Rate Loans shall be in an aggregate minimum amount of $1,000,000.

Continuation and Conversion Options. Borrowers may elect from With respect to any Loans and LC Loans, Borrower shall have the right at any time upon the irrevocable delivery of a Conversion/Continuation Certificate to time to convert all or a portion of the outstanding Term Loan bearing interest at a rate determined by reference to one basis to a Term Loan bearing interest at a rate determined by reference to an alternative basis by giving the Administrative Agent irrevocable notice in the form of Exhibit A (1) not later than 11:00 a.m., New York time, (i) at least one (1) Business Day three Banking Days prior to an election the expiration of the Interest Period for any LIBO Rate Loan, to convert such LIBO Rate Loans Loan to a Base Rate Loans and (ii) at least five (5) Loan, to continue any LIBO Business Days' prior to an election Rate Loan as a LIBO Rate Loan for any additional Interest Period or to convert Base Rate Loans to LIBO Rate Loans; provided that any conversion of LIBO Rate Loans shall only be made on the last day of an Interest Period with respect thereto; providedto any LIBO Rate Loan to another permissible Interest Period or (2) not later than 11:00 a.m., further that three Banking Days prior to such conversion, to convert any Base Rate Loan into a LIBO Rate Loan, subject to the following: (i) no Event of Default shall have occurred and be continuing at the time of any conversion to a LIBO Rate Loan, or any continuation of a LIBO Rate Loan into a subsequent Interest Period; (ii) if fewer than all Loans or LC Loans of a particular Type at any time outstanding shall be continued or converted, such continuation or conversion shall be made pro rata among the applicable Lenders in accordance with the respective principal amount of such Loans or LC Loans held by the applicable Lenders immediately prior to such continuation or conversion; (iii) subject to Section 2.5(c)(iii) and the consolidation of Interest Periods provided for therein, no Base Rate Loan (or portion thereof) may be converted to a LIBO Rate Loan so long as if, after such conversion, and after giving effect to any concurrent prepayment of Loans or LC Loans, an Event aggregate of Default or Potential Event of Default has occurred and is continuing. Borrowers may elect from time more than six separate Interest Periods would be outstanding hereunder with respect to time a Lender; (iv) the Interest Period with respect to continue their outstanding a new LIBO Rate Loans upon Loan effected by a continuation or conversion shall commence on the expiration date of such continuation or conversion; (v) if a LIBO Rate Loan is converted to a Base Rate Loan other than as of the end of the Interest Period(sPeriod with respect thereto, the amounts required by Section 2.12 shall be paid upon such conversion; (vi) applicable thereto except as otherwise provided in Section 2.5(b), accrued interest on any Loan or LC Loan (or portion thereof) being converted to a Loan or LC Loan of a different Type shall be paid by giving to Borrower at the Agent irrevocable notice in the form time of Exhibit A not later than 11:00 a.m.conversion; and (vii) each request for a continuation as, New York timeor conversion to, at least five (5) LIBO Business Days' prior to continuation of a LIBO Rate LoanLoan which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of three months. Subject to the foregoing, and in the succeeding Interest Period(s) of such continued event that Borrower shall not deliver a notice to continue or convert any LIBO Rate Loan as provided above, such LIBO Rate Loan (unless repaid) shall, in the case of any LIBO Rate Loan for which the then current Interest Period will commence terminate prior to the Term Conversion Date, automatically be continued as a LIBO Rate Loan with an Interest Period of one month, and in the case of any LIBO Rate Loan for which the then current Interest Period will terminate after the Term Conversion Date, automatically be converted to a LIBO Rate Loan with an Interest Period of three months, and in either case, Borrower shall reimburse Lenders for any Liquidation Costs incurred as a result of any such LIBO Rate Loan being repaid on any day other than the last day of the Interest Period of the for such LIBO Rate Loan to be continued, provided that no LIBO Rate Loan may be continued as a LIBO Rate Loan so long as an Event of Default or Potential Event of Default has occurred and is continuing. Each notice electing to convert or continue all or a portion of the Term Loan shall specify: (i) the proposed conversion/continuation date; (ii) the amount of the Term Loan to be converted/continued;in accordance with Section 2.12.

Continuation and Conversion Options. Borrowers The Borrower may elect from time to time to convert all or a portion of the its outstanding Term Loan Loans from Loans bearing interest at a rate determined by reference to one basis to a Term Loan Loans bearing interest at a rate determined by reference to an alternative basis by giving the Agent irrevocable notice in the form of Exhibit A not later than 11:00 a.m., New York time, Lender (i) at least one (1) Business Day Day's prior to irrevocable notice of an election to convert LIBO Rate Loans to Base Prime Rate Loans and (ii) at least five (5) LIBO three LIBOR Business Days' prior to irrevocable notice of an election to convert Base Rate Loans to LIBO Rate LIBOR Loans; , provided that any conversion of LIBO Loans other than Prime Rate Loans shall only be made on the last day of an Interest Period with respect thereto; provided, provided further that no Base Rate Loan may be converted to a LIBO Loan other than a Prime Rate Loan so long as an Event of Default or Potential Event of Default has occurred and is continuing. Borrowers The Borrower may elect from time to time to continue their its outstanding LIBO Loans other than Prime Rate Loans upon the expiration of the Interest Period(s) applicable thereto by giving to the Agent irrevocable notice in the form of Exhibit A not later than 11:00 a.m., New York time, Lender at least five (5) LIBO three LIBOR Business Days' prior to irrevocable notice of continuation of a LIBO Rate Loan, LIBOR Loan and the succeeding Interest Period(s) of such continued LIBO Rate Loan or Loans will commence on the last day of the Interest Period of the LIBO Rate Loan to be continued, provided that no LIBO Rate Loan may be continued as a LIBO Loan other than a Prime Rate Loan so long as an Event of Default or Potential Event of Default has occurred and is continuing. Each notice electing to convert or continue all or a portion of the Term Loan shall specify: (i) the proposed conversion/continuation date; (ii) the amount of the Term Loan to be converted/continued;; (iii) the nature of the proposed continuation/conversion; and (iv) in the case of a conversion to, or continuation of a Loan other than a Prime Rate Loan, the requested Interest Period, and shall certify that no Event of Default or Potential Event of Default has occurred and is continuing. On the date on which such conversion or continuation is being made the Lender shall take such action as is necessary to effect such conversion or continuation. In the event that no notice of continuation or conversion is received by the Lender with respect to outstanding Loans other than Prime Rate Loans, upon expiration of the Interest Period(s) applicable thereto, such Loans shall convert to Prime Rate Loans. Subject to the limitations set forth in this Section and in the definition of Interest Period, all or any part of outstanding Loans may be converted or continued as provided herein, provided that partial conversions or continuations with respect to Loans other than Prime Rate Loans shall be in an aggregate minimum amount of $500,000.