Common use of Conversion and Continuation Clause in Contracts

Conversion and Continuation. (i) All or any part of the principal amount of Loans of any Type may, on any Business Day, be converted into any other Type or Types of Loans, except that (A) Eurodollar Rate Loans may be converted only on the last day of an applicable Interest Period and (B) Base Rate Loans may be converted into Eurodollar Rate Loans only on a Eurodollar Business Day. (ii) Base Rate Loans shall continue as Base Rate Loans unless and until such Loans are converted into Loans of another Type. Eurodollar Rate Loans of any Type shall continue as Loans of such Type until the end of the then current Interest Period therefor, at which time they shall be automatically converted into Base Rate Loans unless the Borrower shall have given the Administrative Agent notice in accordance with Section 1.03(c)(iv) requesting either that such Loans continue as Loans of such Type for another Interest Period or that such Loans be converted into Loans of another Type at the end of such Interest Period. (iii) Notwithstanding anything to the contrary contained in Section 1.03(c)(i) or (ii), during a Default, the Administrative Agent may notify the Borrower that Loans may only be converted into or continued as Loans of certain specified Types and, thereafter, until no Default shall continue to exist, Loans may not be converted into or continued as Loans of any Type other than one or more of such specified Types. (iv) The Borrower shall give the Administrative Agent notice (which shall be irrevocable) of each conversion of Loans or continuation of Eurodollar Rate Loans no later than 11:00 a.m. on, in the case of a conversion into Base Rate Loans, the Business Day of, and, in the case of a conversion into or continuation of Eurodollar Rate Loans, the third Eurodollar Business Day before, the requested date of such conversion or continuation. Each notice of conversion or continuation shall be in the form of Schedule 1.03(c)(iv) and shall specify (A) the requested date of such conversion or continuation, (B) the amount and Type and, in the case of Eurodollar Rate Loans, the last day of the applicable Interest Period of the Loans to be converted or continued and (C) the amount and Type or Types of Loans into which such Loans are to be converted or as which such Loans are to be continued. Upon receipt of any such notice, the Administrative Agent shall promptly notify each Bank of (x) the contents thereof, (y) the amount and Type and, in the case of Eurodollar Rate Loans, the last day of the applicable Interest Period of each Loan to be converted or continued by such Bank and (z) the amount and Type or Types of Loans into which such Loans are to be converted or as which such Loans are to be continued.

Conversion and Continuation. (i) All or any part of the --------------------------- principal amount of Loans of any Type may, on any Business Day, be converted into any other Type or Types of Loans, except that (A) Eurodollar Rate Loans may be converted only on subject to the last day provisions of an applicable Interest Period and (B) Base Rate Loans may be converted into Eurodollar Rate Loans only on a Eurodollar Business Daythis Section 1.4(d). (ii) Base Each Prime Rate Loans Loan shall continue as Base a Prime Rate Loans Loan unless and until such Loans are Loan is converted into Loans a Loan of another Type. Eurodollar Each LIBOR Rate Loans Loan of any Type shall continue as Loans a Loan of such Type until the end of the then current Interest Period therefor, at which time they it shall be automatically converted into Base a Prime Rate Loans Loan unless the Borrower shall have given the Administrative Agent Bank notice in accordance with Section 1.03(c)(iv1.4(d)(iv) requesting either that such Loans Loan continue as Loans a Loan of such Type for another Interest Period or that such Loans Loan be converted into Loans a Loan of another Type at the end of such Interest Period. (iii) Notwithstanding anything to the contrary contained in Section 1.03(c)(i1.4(d)(i) or (ii), during a Default, the Administrative Agent Bank may notify the Borrower that Loans may only be converted into or continued as Loans of certain specified Types and, thereafter, until no Default shall continue to exist, Loans may not be converted into or continued as Loans of any Type other than one or more of such specified Types. (iv) The Borrower shall give the Administrative Agent Bank notice (which shall be irrevocable) of each conversion of Loans a Loan or continuation of Eurodollar a LIBOR Rate Loans Loan no later than 11:00 10:00 a.m. (New York time) on, in the case of a conversion into Base or a continuation of a Prime Rate LoansLoan, the Business Day ofDay, and, in the case of a conversion into or continuation of Eurodollar a LIBOR Rate LoansLoan, the third Eurodollar second Business Day beforeDay, before the requested date of such conversion or continuation. Each notice of conversion or continuation shall be in the form of Schedule 1.03(c)(iv1.4(d) (iv) and shall specify (A) the -------------------- requested date of such conversion or continuation, (B) the amount and Type and, in the case of Eurodollar LIBOR Rate Loans, the last day of the applicable Interest Period Period, of the Loans Loan to be converted or continued and (C) the amount and Type or Types of Loans into which such Loans are Loan is to be converted or as which such Loans are Loan is to be continued. Upon receipt . (v) Notwithstanding the terms of any such noticeSection 1.4(d)(ii), a LIBOR Rate Loan may be converted into another Type or other Types of Loans prior to the Administrative Agent shall promptly notify each Bank end of the Interest Period applicable thereto (x) the contents thereofa "Breakfunding Conversion"); provided, (y) the amount and Type andhowever, that, in the case of Eurodollar Rate Loansa -------- ------- Breakfunding Conversion, at the last day written demand of the applicable Interest Period of each Loan Lender the Borrower will be pay to be converted or continued by such Bank and (z) the Lender an amount and Type or Types of Loans into which such Loans are to be converted or as which such Loans are to be continueddetermined in accordance with Section 7.6.

Conversion and Continuation. (i) All or any part of the principal amount of Loans of any Type may, on any Business Day, be converted into any other Type or Types of Loans, except that (A) Eurodollar Rate Loans may be converted only on the last day of an the applicable Interest Period Periods therefor and (B) Base Rate Loans may be converted into Eurodollar Rate Loans only on a Eurodollar Business Day. (ii) Base Rate Loans shall continue as Base Rate Loans unless and until such Loans are converted into Loans of another Type. Eurodollar Rate Loans of any Type shall continue as Loans of such Type until the end of the then current Interest Period therefor, at which time they shall be automatically converted into Base Rate Loans unless the Borrower shall have given the Administrative Agent notice in accordance with Section 1.03(c)(iv) requesting either that such Loans continue as Loans of such Type for another Interest Period or that such Loans be converted into Loans of another Type at the end of such Interest Period. (iii) Notwithstanding anything to the contrary contained in Section 1.03(c)(i) or (ii), during a Defaultso long as an Event of Default shall have occurred and be continuing, the Administrative Agent may (and, at the request of Banks having more than 66_% of the Loans outstanding (or, if there are no Loans outstanding, more than 66_% of the Total Commitment), shall) notify the Borrower that Loans may only be converted into or continued upon the expiration of the applicable current Interest Period therefor as Loans of certain specified Types and, thereafter, until no Event of Default shall continue to exist, Loans may not be converted into or continued as Loans of any Type other than one or more of such specified Types. (iv) The Borrower shall give the Administrative Agent notice (which shall be irrevocable) of each conversion of Loans or continuation of Eurodollar Rate Loans no later than 11:00 a.m. (New York time) on, in the case of a conversion into Base Rate Loans, the Business Day of, and, in the case of a conversion into or continuation of Eurodollar Rate Loans, the third Eurodollar Business Day before, before the requested date of such conversion or continuation. Each notice of conversion or continuation shall be in the form of Schedule 1.03(c)(iv) and shall specify (A) the requested date of such conversion or continuation, (B) whether such Loans are Tranche A Loans or Tranche B Loans (or a combination thereof), (C) the amount and Type and, in the case of Eurodollar Rate Loans, the last day of the applicable Interest Period of for the Loans to be converted or continued and (CD) the amount and Type or Types of Loans into which such Loans are to be converted or as which such Loans are to be continued. Upon receipt of any such notice, the Administrative Agent shall promptly notify each Bank of (xw) the contents thereof, (yx) the amount and Type and, in the case of Eurodollar Rate Loans, the last day of the applicable Interest Period of for each Loan to be converted or continued by such Bank Bank, (y) whether such Loans are Tranche A Loans or Tranche B Loans (or a combination thereof) and (z) the amount and Type or Types of Loans into which such Loans are to be converted or as which such Loans are to be continued.

Conversion and Continuation. (i) All or any part of the principal amount of Loans of any Type may, on any Business Day, be converted into any other Type or Types of Loans, except that (A) Eurodollar Rate Loans may be converted only on the last day of an applicable Interest Period and (B) Base Rate Loans may be converted into Eurodollar Rate Loans only on a Eurodollar Business Day. (ii) Base Rate Loans shall continue as Base Rate Loans unless and until such Loans are converted into Loans of another Type. Eurodollar Rate Loans of any Type shall continue as Loans of such Type until the end of the then current Interest Period therefor, at which time they shall be automatically converted into Base Rate Loans unless the Borrower shall have given the Administrative Agent notice in accordance with Section 1.03(c)(iv2.03(c)(iv) requesting either that such Loans continue as Loans of such Type for another Interest Period or that such Loans be converted into Loans of another Type at the end of such Interest Period. (iii) Notwithstanding anything to the contrary contained in Section 1.03(c)(i2.03(c)(i) or (ii), upon the occurrence and during a the continuance of any Default, the Administrative Agent may notify the Borrower that Loans may only be converted into or continued as Loans of certain specified Types and, thereafter, until such Default no Default shall continue to existlonger exists, Loans may not be converted into or continued as Loans of any Type other than one or more of such specified Types. (iv) The Borrower shall give the Administrative Agent notice (which shall be irrevocable) of each conversion of Loans or continuation of Eurodollar Rate Loans no later than 11:00 10:00 a.m. on, in the case of a conversion into Base Rate Loans, the Business Day ofDay, and, in the case of a conversion into or continuation of Eurodollar Rate Loans, the third Eurodollar Business Day beforeDay, before the requested date of such conversion or continuation. Each notice of conversion or continuation shall be in the form of Schedule 1.03(c)(iv2.03(c)(iv) and shall specify (A) the requested date of such conversion or continuation, (B) the amount and Type and, in the case of Eurodollar Rate Loans, the last day of the applicable Interest Period of the Loans to be converted or continued and continued, (C) the amount and Type or Types of Loans into which such Loans are to be converted or as which such Loans are to be continued, and (D) the requested initial Interest Period, if any, to be applicable to the Loans resulting from such conversion or continuation. Upon receipt of any such notice, the Administrative Agent shall promptly notify each Bank of (x1) the contents thereof, (y2) the amount and Type and, in the case of Eurodollar Rate Loans, the last day of the applicable Interest Period of each Loan to be converted or continued by such Bank and Bank, (z3) the amount and Type or Types of Loans into which such Loans are to be converted or as which such Loans are to be continued, and (4) the Interest Period, if any, to be applicable to the Loans resulting from such conversion or continuation.

Conversion and Continuation. (i) All or any part of the principal amount of RC Loans of any Type may, on any Business Day, be converted into any other Type or Types of RC Loans, except that (A) Eurodollar Rate Loans may be converted only on the last day of an applicable Interest Period and (B) Base Rate Loans may be converted into Eurodollar Rate Loans only on a Eurodollar Business Day. (ii) Each RC Loan that is a Base Rate Loans Loan shall continue as a Base Rate Loans Loan unless and until such Loans are Loan is converted into Loans an RC Loan of another Type. Each RC Loan that is a Eurodollar Rate Loans Loan of any Type shall continue as Loans a Loan of such Type until the end of the then current Interest Period therefor, at which time they it shall be automatically converted into a Base Rate Loans Loan unless the Borrower shall have given the Administrative Agent notice in accordance with Section 1.03(c)(iv1.03(c) requesting either that such Loans Loan continue as Loans a Loan of such Type for another Interest Period or that such Loans Loan be converted into Loans a Loan of another Type at the end of such Interest Period. (iii) Notwithstanding anything to the contrary contained in Section 1.03(c)(i) or (ii), during a Default, the Administrative Agent may notify the Borrower that RC Loans may only be converted into or continued as RC Loans of certain specified Types and, thereafter, until no Default shall continue to exist, RC Loans may not be converted into or continued as RC Loans of any Type other than one or more of such specified Types. (iv) The Borrower shall give the Administrative Agent notice (which shall be irrevocable) of each conversion of Loans an RC Loan or continuation of an RC Loan that is a Eurodollar Rate Loans Loan no later than 11:00 a.m. onthan, in the case of a conversion into a Base Rate LoansLoan, 12:00 noon on the Business Day ofDay, and, in the case of a conversion into or continuation of an RC Loan that is a Eurodollar Rate LoansLoan, 11:00 a.m. on the third Eurodollar Business Day before, before the requested date of such conversion or continuation. Each notice of conversion or continuation shall be in the form of Schedule 1.03(c)(iv) and shall specify (A) the requested date of such conversion or continuation, (B) the amount and Type and, in the case of Eurodollar Rate Loans, the last day of the applicable Interest Period of the Loans to be converted or continued and (C) the amount and Type or Types of Loans into which such Loans are to be converted or as which such Loans are to be continued. Upon receipt of any such notice, the Administrative Agent shall promptly notify each Bank of (x) the contents thereof, (y) the amount and Type and, in the case of Eurodollar Rate Loans, the last day of the applicable Interest Period of each Loan to be converted or continued by such Bank and (z) the amount and Type or Types of Loans into which such Loans are to be converted or as which such Loans are to be continued.1.03

Conversion and Continuation. (i) All or any part of the principal amount of RC Loans of any Type may, on any Business Day, but subject to Section 7.04, be converted into any other Type or Types of RC Loans, except that (A) Eurodollar Rate Loans may be converted only on the last day of an applicable Interest Period and (B) Base Rate Loans may be converted into Eurodollar Rate Loans only on a Eurodollar Business Day. (ii) Base Rate Loans shall continue as Base Rate Loans unless and until such Loans are converted into RC Loans of another Type. Eurodollar Rate Loans of any Type shall continue as RC Loans of such Type until the end of the then current Interest Period therefor, at which time they shall be automatically converted into Base Rate Loans unless the applicable Borrower shall have given the Administrative Agent notice in accordance with Section 1.03(c)(iv) requesting either that such Loans continue as RC Loans of such Type for another Interest Period or that such Loans be converted into RC Loans of another Type at the end of such Interest Period. (iii) Notwithstanding anything to the contrary contained in Section 1.03(c)(i) or (ii), during a Default, the Administrative Agent may shall, if so instructed by the Required Banks, notify the each Borrower that its RC Loans may only be converted into or continued as RC Loans of certain the Types specified Types by the Required Banks and, thereafter, until no Default shall continue to existexist or until the Required Banks shall otherwise agree, RC Loans may not be converted into or continued as RC Loans of any Type other than one or more of such specified Types. (iv) The applicable Borrower shall give the Administrative Agent notice (which shall be irrevocable) of each conversion of its RC Loans or continuation of its Eurodollar Rate Loans no later than 11:00 10:00 a.m. on, in the case of a conversion into Base Rate Loans, the Business Day ofbefore the requested date of such conversion, and, in the case of a conversion into or continuation of Eurodollar Rate Loans, the third Eurodollar Business Day before, before the requested date of such conversion or continuation. Each notice of conversion or continuation shall be in the form of Schedule 1.03(c)(iv) and shall specify (A) the requested date of such conversion or continuation, (B) the amount and Type and, in the case of Eurodollar Rate Loans, the last day of the applicable Interest Period of the Eurodollar Rate Loans to be converted or continued and (C) the amount and Type or Types of RC Loans into which such RC Loans are to be converted or as which such RC Loans are to be continued. Upon receipt of any such notice, the Administrative Agent shall promptly notify each Bank of (x) the contents thereof, (y) the amount and Type and, in the case of Eurodollar Rate Loans, the last day of the applicable Interest Period of each RC Loan to be converted or continued by such Bank and (z) the amount and Type or Types of RC Loans into which such RC Loans are to be converted or as which such RC Loans are to be continued. (v) RC Loans may not be converted into Bid Rate Loans or Swing Loans, and Bid Rate Loans and Swing Loans may not be converted, except as required under Section 7.01(b), or continued.

Conversion and Continuation. (i) All or any part of the principal amount of Loans of any Type may, on any Business Day, be converted into any other Type or Types of Loans, except that (A) Eurodollar Rate Loans may be converted only on the last day of an applicable Interest Period and Period, (B) Base Rate Loans may be converted into Eurodollar Rate Loans only on a Eurodollar Business DayDay and (C) Swing Loans shall be maintained as Base Rate Loans at all times. (ii) Base Rate Loans shall continue as Base Rate Loans unless and until such Loans are converted into Loans of another Type. Eurodollar Rate Loans of any Type shall continue as Loans of such Type until the end of the then current Interest Period therefor, at which time they shall be automatically converted into Base Rate Loans unless the Borrower shall have given the Administrative Agent notice in accordance with Section 1.03(c)(iv1.04(c)(iv) requesting either that such Loans continue as Loans of such Type for another Interest Period or that such Loans be converted into Loans of another Type at the end of such Interest Period. (iii) Notwithstanding anything to the contrary contained in Section 1.03(c)(i1.04(c)(i) or (ii), during a Default, the Administrative Agent may may, and upon the direction of the Required Banks shall, notify the Borrower that Loans may only be converted into or continued as Loans of certain specified Types and, thereafter, until no Default shall continue to exist, Loans may not be converted into or continued as Loans of any Type other than one or more of such specified Types. (iv) The Borrower shall give the Administrative Agent notice (which shall be irrevocable) of each conversion of Loans or continuation of Eurodollar Rate Loans no later than 11:00 10:00 a.m. (New York time) on, in the case of a conversion into Base Rate Loans, the Business Day ofDay, and, in the case of a conversion into or continuation of Eurodollar Rate Loans, the third Eurodollar Business Day beforeDay, before the requested date of such conversion or continuation. Each notice of conversion or continuation shall be in the form of Schedule 1.03(c)(iv1.04(c)(iv) and shall specify (A) the requested date of such conversion or continuation, (B) the amount and Type and, in the case of Eurodollar Rate Loans, the last day of the applicable Interest Period of the Loans to be converted or continued and (C) the amount and Type or Types of Loans into which such Loans are to be converted or as which such Loans are to be continued. Upon receipt of any such notice, the Administrative Agent shall promptly notify each Bank of (x) the contents thereof, (y) the amount and Type and, in the case of Eurodollar Rate Loans, the last day of the applicable Interest Period of each Loan to be converted or continued by such Bank and (z) the amount and Type or Types of Loans into which such Loans are to be converted or as which such Loans are to be continued.

Conversion and Continuation. (i) All or any part of the principal amount of Loans of any Type may, on any Business Day, be converted into any other Type or Types of Loans, except that (A) Eurodollar Rate Loans may be converted only on the last day of an the applicable Interest Period Periods therefor and (B) Base Rate Loans may be converted into Eurodollar Rate Loans only on a Eurodollar Business Day. (ii) Base Rate Loans shall continue as Base Rate Loans unless and until such Loans are converted into Loans of another Type. Eurodollar Rate Loans of any Type shall continue as Loans of such Type until the end of the then current Interest Period therefor, at which time they shall be automatically converted into Base Rate Loans unless the Borrower shall have given the Administrative Agent notice in accordance with Section 1.03(c)(iv) requesting either that such Loans continue as Loans of such Type for another Interest Period or that such Loans be converted into Loans of another Type at the end of such Interest Period. (iii) Notwithstanding anything to the contrary contained in Section 1.03(c)(i) or (ii), during a Defaultso long as an Event of Default shall have occurred and be continuing, the Administrative Agent may (and, at the request of Banks having more than 66 2/3% of the Loans outstanding (or, if there are no Loans outstanding, more than 66 2/3% of the Total Commitment), shall) notify the Borrower that Loans may only be converted into or continued upon the expiration of the applicable current Interest Period therefor as Loans of certain specified Types and, thereafter, until no Event of Default shall continue to exist, Loans may not be converted into or continued as Loans of any Type other than one or more of such specified Types. (iv) The Borrower shall give the Administrative Agent notice (which shall be irrevocable) of each conversion of Loans or continuation of Eurodollar Rate Loans no later than 11:00 a.m. (New York time) on, in the case of a conversion into Base Rate Loans, the Business Day of, and, in the case of a conversion into or continuation of Eurodollar Rate Loans, the third Eurodollar Business Day beforeDay, before the requested date of such conversion or continuation. Each notice of conversion or continuation shall be in the form of Schedule 1.03(c)(iv) and shall specify (A) the requested date of such conversion or continuation, (B) the amount and Type and, in the case of Eurodollar Rate Loans, the last day of the applicable Interest Period of for the Loans to be converted or continued and (C) the amount and Type or Types of Loans into which such Loans are to be converted or as which such Loans are to be continued. Upon receipt of any such notice, the Administrative Agent shall promptly notify each Bank of (x) the contents thereof, (y) the amount and Type and, in the case of Eurodollar Rate Loans, the last day of the applicable Interest Period of for each Loan to be converted or continued by such Bank Bank, and (z) the amount and Type or Types of Loans into which such Loans are to be converted or as which such Loans are to be continued.

Conversion and Continuation. (i) All or any part of the principal amount of Loans of any Type type may, on any Business Day, be converted into any other Type type or Types types of Pro Rata Loans, except that (A) Eurodollar Rate the aggregate principal amount of Loans may to be converted only on of the last day same type and, in the case of an applicable LIBOR Loans, having the same Interest Period and shall be at least $1,000,000, (B) Base Rate Loans may be converted into Eurodollar Rate LIBOR Loans only on a Eurodollar LIBOR Business Day, (C) LIBOR Loans may only be converted on the last day of an applicable Interest Period (D) Bid Loans may only be converted upon maturity and (E) except for conversions of LIBOR Loans to Base Rate Loans, no conversions shall be made so long as a Default shall have occurred and be continuing. (ii) Base Rate Loans shall continue as Base Rate Loans unless and until such Loans are converted into Loans of another Type. Eurodollar Rate Loans of All or any Type shall continue as Loans of such Type until the end part of the then current principal amount of a LIBOR Loan may, on the last day of an Interest Period thereforapplicable to such Loan, at which time they shall be automatically converted into Base Rate Loans unless the Borrower shall have given the Administrative Agent notice in accordance with Section 1.03(c)(iv) requesting either that such Loans continue continued as Loans of such Type a LIBOR Loan for another Interest Period or that such Loans be converted into Loans of another Type at the end of such Interest Period. (iii) Notwithstanding anything to the contrary contained in Section 1.03(c)(i) or (ii), during a Default, the Administrative Agent may notify the Borrower that Loans may only be converted into or continued as Loans of certain specified Types and, thereafter, until no Default shall continue to exist, Loans may not be converted into or continued as Loans of any Type other than one or more of such specified Types. (iv) The Borrower shall give the Administrative Agent notice (which shall be irrevocable) of each conversion of Loans or continuation of Eurodollar Rate Loans no later than 11:00 a.m. onat least, in the case of a conversion conversions into Base Rate Loans, one Business Day, in the case of conversions into or continuations of LIBOR Loans, three LIBOR Business Day ofDays, and, in the case of a conversion conversions into or continuation continuations of Eurodollar Rate LoansBid Loans at the time specified in Section 1.03, the third Eurodollar Business Day before, the requested date of such conversion or continuation. Each notice of conversion or continuation shall be in the form of Schedule 1.03(c)(iv) and shall specify (A) before the requested date of such conversion or continuation, specifying (A) such requested date, (B) the amount and Type type and, in the case of Eurodollar Fixed Rate Loans, the last day of the applicable Interest Period of the Loans to be converted or continued and (C) in the case of a conversion, the amount and Type the type or Types types of Loans into which such Loans are to be converted. In the absence of any such notice, LIBOR Loans shall be converted or as which such into Base Rate Loans are to be continuedat the end of the then current Interest Period therefor. Upon receipt of any such notice, the Administrative Agent shall promptly notify each Bank of (x) the contents thereof, (y) the amount and Type type and, in the case of Eurodollar Rate LIBOR Loans, the last day of the applicable Interest Period of each Loan to be converted or continued by such Bank and (z) in the amount and Type case of a conversion, the type or Types types of Loans into which such Loans are to be converted or as which such Loans are to be continuedconverted.

Conversion and Continuation. (i) All or any part of the principal amount of Loans of any Type may, on any Business Day, be converted into any other Type or Types of Loans, except that (A) Eurodollar Rate Loans may be converted only on the last day of an applicable Interest Period and Period, (B) Base Rate Loans may be converted into Eurodollar Rate Loans only on a Eurodollar Business DayDay and (C) Swing Loans shall be maintained as Base Rate Loans at all times. (ii) Base Rate Loans shall continue as Base Rate Loans unless and until such Loans are converted into Loans of another Type. Eurodollar Rate Loans of any Type shall continue as Loans of such Type until the end of the then current Interest Period therefor, at which time they shall be automatically converted into Base Rate Loans unless the Borrower shall have given the Administrative Agent notice in accordance with Section 1.03(c)(iv1.04(c)(iv) requesting either that such Loans continue as Loans of such Type for another Interest Period or that such Loans be converted into Loans of another Type at the end of such Interest Period. (iii) Notwithstanding anything to the contrary contained in Section 1.03(c)(i1.04(c)(i) or (ii), during a Default, the Administrative Agent may may, and upon the direction of the Required Banks shall, notify the Borrower that Loans may only be converted into or continued as Loans of certain specified Types and, thereafter, until no Default shall continue to exist, Loans may not be converted into or continued as Loans of any Type other than one or more of such specified Types, PROVIDED that, notwithstanding the foregoing, Loans may continue as or be converted into Base Rate Loans. (iv) The Borrower shall give the Administrative Agent notice (which shall be irrevocable) of each conversion of Loans or continuation of Eurodollar Rate Loans no later than 11:00 10:00 a.m. (New York time) on, in the case of a conversion into Base Rate Loans, the Business Day ofbefore the requested date of such conversion, and, in the case of a conversion into or continuation of Eurodollar Rate Loans, the third Eurodollar Business Day before, before the requested date of such conversion or continuation. Each notice of conversion or continuation shall be in the form of Schedule 1.03(c)(ivSCHEDULE 1.04(c)(iv) and shall specify (A) the requested date of such conversion or continuation, (B) the amount and Type and, in the case of Eurodollar Rate Loans, the last day of the applicable Interest Period of the Loans to be converted or continued and (C) the amount and Type or Types of Loans into which such Loans are to be converted or as which such Loans are to be continued. Upon receipt of any such notice, the Administrative Agent shall promptly notify each Bank of (x) the contents thereof, (y) the amount and Type and, in the case of Eurodollar Rate Loans, the last day of the applicable Interest Period of each Loan to be converted or continued by such Bank and (z) the amount and Type or Types of Loans into which such Loans are to be converted or as which such Loans are to be continued.

Conversion and Continuation. (i) All or any part of the principal amount of Loans of any Type Loan may, on any Business Day, be converted into any other Type another type or Types types of Loans, except that (A) Eurodollar Rate Loans may be converted only on the last day of an the applicable Interest Period and (B) Base Rate Loans may be converted into Eurodollar Rate Loans only on a Eurodollar Business DayPeriod. (ii) Base Rate Loans shall continue as Base Rate Loans unless and until such Loans are converted into Loans of another Type. Eurodollar Rate Loans of any Type type. Each Eurodollar Loan shall continue as Loans of such Type a Eurodollar Loan until the end of the then current Interest Period therefor, at which time they it shall be automatically converted into a Base Rate Loans Loan unless the Borrower Company shall have given the Administrative Agent notice in accordance with Section 1.03(c)(iv2.02(c)(iv) hereof requesting either that such Eurodollar Loans continue as Eurodollar Loans of such Type type for another Interest Period or that such Eurodollar Loans be converted into Eurodollar Loans of another Type type at the end of such Interest Period. (iii) Notwithstanding anything to the contrary contained in Section 1.03(c)(i2.02(c)(i) or (ii), during a an Event of Default, the Administrative Agent may shall, at the direction of the Majority Banks, notify the Borrower Company that Loans may only be converted into or continued as Loans of certain specified Types types and, thereafter, until no Event of Default shall continue to exist, Loans may not be converted into or continued as Loans of any Type type other than one or more of such specified Typestypes. (iv) The Borrower Company shall give the Administrative Agent notice (which shall be irrevocablepromptly notify the Banks) notice of each conversion of Loans or continuation of Eurodollar Rate Loans no later than 11:00 a.m. on, in the case of a conversion into Base Rate Loans, the Business Day of, and, in the case of a conversion into or continuation of Eurodollar Rate Loans, the third Eurodollar Business Day before, the requested date of such conversion or continuation. Each notice of conversion or continuation shall be hereunder substantially in the form of Schedule 1.03(c)(iv2.02(c) hereto, which notices shall be irrevocable and effective only upon receipt by the Administrative Agent, shall specify (Ax) the requested date of such conversion or continuation, (B) the aggregate amount and Type and, in the case of Eurodollar Rate Loans, the last day of the applicable Interest Period type of the Loans to be converted or continued and (Cin the case of Eurodollar Loans) the duration of the Interest Period therefor, (y) the requested date of such conversion or continuation and (z) the amount and Type type or Types types of Loans into which such Loans are to be converted or as which such Loans are to be continued. Upon receipt , and shall be given not later than 11:00 a.m. New York time on the day which is not less than the number of Business Days prior to the date of such conversion into or continuation as the type of Loans specified below: Type Number of Business Days ---- ----------------------- Base Rate Loan 0 Eurodollar Loan 3 Notwithstanding the foregoing, any such notice, notice given by the Company to the Administrative Agent shall promptly notify each Bank of (xunder this Section 2.02(c)(iv) the contents thereof, (y) the amount may be given orally by telephone and Type and, confirmed in writing within one Business Day. In the case of Eurodollar Rate Loansany discrepancies between oral and written notices received by the Administrative Agent, the last day of oral notice shall be effective as understood in good faith by the applicable Interest Period of each Loan to be converted or continued by such Bank and (z) the amount and Type or Types of Loans into which such Loans are to be converted or as which such Loans are to be continuedAdministrative Agent.

Conversion and Continuation. (i) All or any part of the principal amount of Loans of any Type may, on any Business Day, be converted into any other Type or Types of Loans, except that (A) Eurodollar Rate Loans may be converted only on the last day of an applicable Interest Period and Period, (B) Base Rate Loans may be converted into Eurodollar Rate Loans only on a Eurodollar Business DayDay and (C) Swing Loans shall be maintained as Base Rate Loans at all times. (ii) Base Rate Loans shall continue as Base Rate Loans unless and until such Loans are converted into Loans of another Type. Eurodollar Rate Loans of any Type shall continue as Loans of such Type until the end of the then current Interest Period therefor, at which time they shall be automatically converted into Base Rate Loans unless the Borrower shall have given the Administrative Agent notice in accordance with Section 1.03(c)(iv1.04(c)(iv) requesting either that such Loans continue as Loans of such Type for another Interest Period or that such Loans be converted into Loans of another Type at the end of such Interest Period. (iii) Notwithstanding anything to the contrary contained in Section 1.03(c)(i1.04(c)(i) or (ii), during a Default, the Administrative Agent may may, and upon the direction of the Required Banks shall, notify the Borrower that Loans may only be converted into or continued as Loans of certain specified Types and, thereafter, until no Default shall continue to exist, Loans may not be converted into or continued as Loans of any Type other than one or more of such specified Types, provided that, notwithstanding the foregoing, Loans may continue as or be converted into Base Rate Loans. (iv) The Borrower shall give the Administrative Agent notice (which shall be irrevocable) of each conversion of Loans or continuation of Eurodollar Rate Loans no later than 11:00 10:00 a.m. (New York time) on, in the case of a conversion into Base Rate Loans, the Business Day ofbefore the requested date of such conversion, and, in the case of a conversion into or continuation of Eurodollar Rate Loans, the third Eurodollar Business Day before, before the requested date of such conversion or continuation. Each notice of conversion or continuation shall be in the form of Schedule 1.03(c)(iv1.04(c)(iv) and shall specify (A) whether the Loans to be converted or continued are Term Loans or RC Loans, (B) the requested date of such conversion or continuation, (BC) the amount and Type and, in the case of Eurodollar Rate Loans, the last day of the applicable Interest Period of the Loans to be converted or continued and (CD) the amount and Type or Types of Loans into which such Loans are to be converted or as to which such Loans are to be continued. Upon receipt of any such notice, the Administrative Agent shall promptly notify each Bank of (x) the contents thereof, (y) the amount and Type and, in the case of Eurodollar Rate Loans, the last day of the applicable Interest Period of each Loan to be converted or continued by such Bank and (z) the amount and Type or Types of Loans into which such Loans are to be converted or as to which such Loans are to be continued.

Conversion and Continuation. (i) All or any part of the principal amount of Loans of any Type may, on any Business Day, be converted into any other Type or Types of Loans, except that (A) Eurodollar LIBO Rate Loans may be converted only on the last day of an applicable Interest Period and (B) Base Prime Rate Loans may be converted into Eurodollar LIBO Rate Loans only on a Eurodollar Business Day. (ii) Base Prime Rate Loans shall continue as Base Prime Rate Loans unless and until such Loans are converted into Loans of another Type. Eurodollar LIBO Rate Loans of any Type shall continue as Loans of such Type until the end of the then current Interest Period therefor, at which time they shall be automatically converted into Base Prime Rate Loans unless the Borrower shall have given the Administrative Agent notice in accordance with Section 1.03(c)(iv1.03 (c)(iv) requesting either that such Loans continue as Loans of such Type for another Interest Period or that such Loans be converted into Loans of another Type at the end of such Interest Period. (iii) Notwithstanding anything to the contrary contained in Section 1.03(c)(i) or (ii), during a an Event of Default, the Administrative Agent may notify the Borrower that Loans may only be converted into or continued as Prime Rate Loans of certain specified Types and, thereafter, until no Default shall continue to exist, Loans may not be converted into or continued as Loans of any Type other than one or more of such specified TypesPrime Rate Loans. (iv) The Borrower shall give the Administrative Agent notice (which shall be irrevocable) of each conversion of Loans or continuation of Eurodollar LIBO Rate Loans no later than 11:00 10:00 a.m. (New York time) on, in the case of a conversion into Base Prime Rate Loans, the Business Day ofDay, and, in the case of a conversion into or continuation of Eurodollar LIBO Rate Loans, the third Eurodollar Business Day beforeDay, before the requested date of such conversion or continuation. Each notice of conversion or continuation shall be in the form of Schedule 1.03(c)(iv) and shall specify (A) the requested date of such conversion or continuation, (B) the amount and Type and, in the case of Eurodollar LIBO Rate Loans, the last day of the applicable Interest Period of the Loans to be converted or continued and (C) the amount and Type or Types of Loans into which such Loans are to be converted or as which such Loans are to be continued. Upon receipt of any such notice, the Administrative Agent shall promptly notify each Bank of (x) the contents thereof, (y) the amount and Type and, in the case of Eurodollar LIBO Rate Loans, the last day of the applicable Interest Period of each Loan to be converted or continued by such Bank and (z) the amount and Type or Types of Loans into which such Loans are to be converted or as which such Loans are to be continued.

Conversion and Continuation. (i) All or any part of the principal amount of Term A Loans, Term B Loans and RC Loans of any Type may, on any Business Day, be converted into any other Type or Types of Term A Loans, Term B Loans and RC Loans, except that (A) Eurodollar Rate Loans may be converted only on the last day of an applicable Interest Period and (B) Base Rate Loans may be converted into Eurodollar Rate Loans only on a Eurodollar Business Day. (ii) Each Term A Loans, Term B Loan and RC Loan that is a Base Rate Loans Loan shall continue as a Base Rate Loans Loan unless and until such Loans are Loan is converted into Loans a Term A Loans, Term B Loan or an RC Loan, as the case may be, of another Type. Each Term A Loans, Term B Loan and RC Loan that is a Eurodollar Rate Loans Loan of any Type shall continue as Loans a Term A Loans, Term B Loan or an RC Loan, as the case may be, of such Type until the end of the then current Interest Period therefor, at which time they it shall be automatically converted into a Base Rate Loans Loan unless the Borrower shall have given the Administrative Agent notice in accordance with Section 1.03(c)(iv1.03(c) requesting either that such Loans Loan continue as Loans a Loan of such Type for another Interest Period or that such Loans Loan be converted into Loans a Term A Loans, Term B Loan or an RC Loan, as the case may be, of another Type at the end of such Interest Period. (iii) Notwithstanding anything to the contrary contained in Section 1.03(c)(i) or (ii), during a Default, the Administrative Agent may notify the Borrower that Term A Loans, Term B Loans and RC Loans may only be converted into or continued as Term A Loans, Term B Loans and RC Loans, as the case may be, of certain specified Types and, thereafter, until no Default shall continue to exist, Term A Loans, Term B Loans and RC Loans may not be converted into or continued as Term A Loans, Term B Loans or RC Loans of any Type other than one or more of such specified Types. (iv) The Borrower shall give the Administrative Agent notice (which shall be irrevocable) of each conversion of Loans a Term A Loans, Term B Loan or an RC Loan or continuation of a Term A Loans, Term B Loan or an RC Loan that is a Eurodollar Rate Loans Loan no later than 11:00 a.m. onthan, in the case of a conversion into a Base Rate LoansLoan, 11:00 a.m. on the Business Day ofbefore, and, in the case of a conversion into or continuation of a Term A Loans, Term B Loan or an RC Loan that is a Eurodollar Rate LoansLoan, 11:00 a.m. on the third Eurodollar Business Day before, the requested date of such conversion or continuation. Each notice of conversion or continuation shall be in the form of Schedule 1.03(c)(iv1.03(c) and shall ---------------- specify (A) whether the Loans to be converted or continued are Term A Loans, Term B Loans or RC Loans, (B) the requested date of such conversion or continuation, (BC) the amount and Type and, in the case of Eurodollar Rate Loans, the last day of the applicable Interest Period of the Loans each Loan to be converted or continued and (CD) the amount and Type or Types of Loans into which such Loans are to be converted or as to which such Loans are to be continued. Upon receipt of any such notice, the Administrative Agent shall promptly notify each Bank of (x) the contents thereof, (y) the amount and Type and, in the case of Eurodollar Rate Loans, the last day of the applicable Interest Period of of, each Loan to be converted or continued by such Bank and (z) the amount and Type or Types of Loans into which such Loans are to be converted or as which such Loans are to be continued.

Conversion and Continuation. (i) All or any part of the principal amount of Loans of any Type may, on any Business Day, be converted into any other Type or Types of Loans, except PROVIDED that (A) Eurodollar Rate Loans may be converted only on the last day of an applicable Interest Period and Period, (B) Base Rate Loans may be converted into Eurodollar Rate Loans only on a Eurodollar Business DayDay and (C) the amount of all Types of Loans to be converted may not be less than the lesser of (x) (1) in the case of Base Rate Loans, $5,000,000 and (2) in the case of Eurodollar Rate Loans, $10,000,000 and (y) the aggregate amount of the Loans outstanding at such time, and such amount, if in excess of the amount specified in clause (C)(x)(1) or (2), as the case may be, for such Type of Loan, shall be in integral multiples of $1,000,000. (ii) Base Rate Loans shall continue as Base Rate Loans unless and until such Loans are converted into Loans of another Type. Eurodollar Rate Loans of any Type shall continue as Loans of such Type until the end of the then current Interest Period therefor, at which time they shall be automatically converted into Base Rate Loans unless the Borrower shall have given the Administrative Agent notice in accordance with Section 1.03(c)(iv) requesting either that such Loans continue as Loans of such Type for another Interest Period or that such Loans be converted into Loans of another Type at the end of such Interest Period. (iii) Notwithstanding anything to the contrary contained in Section 1.03(c)(i) or (ii), during a an Event of Default, the Administrative Agent may and, upon the instructions of the Required Banks, shall notify the Borrower that Loans may only be converted into or continued as Loans of certain specified Types (which, if the Required Banks shall have specified a Type or Types of Loans in any instructions given to the Administrative Agent pursuant to this Section 1.03(c)(iii), shall be such Type or Types of Loans specified by the Required Banks) and, thereafter, until no Default shall continue to exist, Loans may not be converted into or continued as Loans of any Type other than one or more of such specified Types. (iv) The Borrower shall give the Administrative Agent notice (which shall be irrevocable) of each conversion of Loans or continuation of Eurodollar Rate Loans no later than 11:00 10:00 a.m. (New York time) on, in the case of a conversion into or a continuation of Base Rate Loans, the Business Day ofDay, and, in the case of a conversion into or continuation of Eurodollar Rate Loans, the third Eurodollar Business Day beforeDay, before the requested date of such conversion or continuation. Each notice of conversion or continuation shall be in the form of Schedule 1.03(c)(ivSCHEDULE 1.03(C)(IV) and shall specify (A) whether the Loans to be converted or continued are RC Loans or Incremental Loans, (B) the requested date of such conversion or continuation, (BC) the amount and Type and, in the case of Eurodollar Rate Loans, the last day of the applicable Interest Period of the Loans to be converted or continued and (CD) the amount and Type or Types of Loans into which such Loans are to be converted or as which such Loans are to be continued. Upon receipt of any such notice, the Administrative Agent shall promptly notify each Bank of (x) the contents thereof, (y) the amount and Type and, in the case of Eurodollar Rate Loans, the last day of the applicable Interest Period of each Loan to be converted or continued by such Bank and (z) the amount and Type or Types of Loans into which such Loans are to be converted or as which such Loans are to be continued.

Conversion and Continuation. (i) All or any part of the principal amount of Loans of any Type of any Kind may, on any Business Day, be converted into any other Type or Types of the same Kind of Loans, except that (A) Eurodollar LIBOR Rate Loans may be converted only on the last day of an applicable Interest Period and (B) Base Rate or Federal Funds Rate Loans may be converted into Eurodollar LIBOR Rate Loans only on a Eurodollar LIBOR Business Day. Notwithstanding any other provisions in this Agreement a Loan of any Kind cannot be converted into a Loan or Loans of a different Kind. (ii) Base Rate and Federal Funds Rate Loans shall continue as Base Rate Loans or Federal Funds Rate Loans, as the case may be, unless and until such Loans are converted into Loans of another Type. Eurodollar LIBOR Rate Loans of any Type shall continue as Loans of such Type until the end of the then current Interest Period therefor, at which time they shall be automatically converted into Base Rate Loans or Federal Funds Rate Loans, as the case may be, unless the Borrower shall have given the Administrative Agent notice in accordance with Section 1.03(c)(iv1.03(e)(iv) requesting either that such Loans continue as Loans of such Type for another Interest Period or that such Loans be converted into Loans of another Type at the end of such Interest Period. (iii) Notwithstanding anything to the contrary contained in Section 1.03(c)(i1.03(e)(i) or (ii), during a Default, Default the Administrative Agent may notify the Borrower that Loans may only be converted into or continued as Loans of certain specified Types and, thereafter, until no Default shall continue to exist, Loans may not be converted into or continued as Loans of any Type other than one or more of such specified Types. (iv) The Borrower shall give the Administrative Agent notice (which shall be irrevocable) of each conversion of Loans or continuation of Eurodollar LIBOR Rate Loans no later than 11:00 a.m. 2:00 p.m. (New York time) on, in the case of a conversion into Base Rate or Federal Funds Rate Loans, the Business Day ofDay, and, in the case of a conversion into or continuation of Eurodollar LIBOR Rate Loans, the third Eurodollar LIBOR Business Day beforeDay, before the requested date of such conversion or continuation. Each notice of conversion or continuation shall be in the form of Schedule 1.03(c)(iv1.03(e)(iv) and shall specify (A) the requested date of such conversion or continuation, (B) the amount amount, Kind and Type and, in the case of Eurodollar Rate Loans, the last day of the applicable Interest Period of the Loans to be converted or continued and (C) the amount and Type or Types of Loans into which such Loans are to be converted or as which such Loans are to be continued. Upon receipt of any such notice, the Administrative Agent shall promptly notify each Bank of (x) the contents thereof, (y) the amount and Type and, in the case of Eurodollar Rate Loans, the last day of the applicable Interest Period of each Loan to be converted or continued by such Bank and (z) the amount and Type or Types of Loans into which such Loans are to be converted or as which such Loans are to be continued.in

Conversion and Continuation. (i) All or any part of the principal amount of Loans of any Type may, on any Business Day, be converted into any other Type or Types of Loans, except that (A) Eurodollar Rate LIBOR Loans may be converted only on the last day of an applicable Interest Period and (B) Base Rate Loans may be converted into Eurodollar Rate LIBOR Loans only on a Eurodollar LIBOR Business Day. (ii) Base Rate Loans shall continue as Base Rate Loans unless and until such Loans are converted into Loans of another Type. Eurodollar Rate LIBOR Loans of any Type shall continue as Loans of such Type until the end of the then current Interest Period therefor, at which time they shall be automatically converted into (A) LIBOR Loans having a one-month Interest Period, if such Loans are denominated in an Alternative Currency, or (B) Base Rate Loans, if such Loans unless the Borrower are denominated in Dollars, unless, in each case, RGA shall have given the Administrative Agent notice in accordance with Section 1.03(c)(iv) requesting either that such Loans continue as Loans of such Type for another Interest Period or that such Loans be converted into Loans of another Type at the end of such Interest Period, provided, however, that such notice shall not include any request that Loans in any Alternative Currency be converted into Base Rate Loans. (iii) Notwithstanding anything to the contrary contained in Section 1.03(c)(i) or (ii), during a Default, the Administrative Agent may notify the Borrower RGA that Loans may only be converted into or continued as Loans of certain specified Types and, thereafter, until no Default shall continue to exist, Loans may not be converted into or continued as Loans of any Type other than one or more of such specified Types. (iv) The Borrower RGA shall give the Administrative Agent notice (which shall be irrevocable) of each conversion of Loans or continuation of Eurodollar Rate LIBOR Loans no later than 11:00 a.m. on, in the case of a conversion into Base Rate Loans, the Business Day of, and, in the case of a conversion into or continuation of Eurodollar Rate LIBOR Loans, the third Eurodollar LIBOR Business Day before, the requested date of such conversion or continuation. Each notice of conversion or continuation shall be in the form of Schedule 1.03(c)(iv) and shall specify (A) the requested date of such conversion or continuation, (B) the amount amount, currency and Type and, in the case of Eurodollar Rate LIBOR Loans, the last day of the applicable Interest Period of the Loans to be converted or continued and (C) the amount and Type or Types of Loans into which such Loans are to be converted or as which such Loans are to be continued. Upon receipt of any such notice, the Administrative Agent shall promptly notify each Bank of (x) the contents thereof, (y) the amount and Type and, in the case of Eurodollar Rate LIBOR Loans, the last day of the applicable Interest Period of each Loan to be converted or continued by such Bank and (z) the amount and Type or Types of Loans into which such Loans are to be converted or as which such Loans are to be continued.

Conversion and Continuation. (i) All or any part of the principal amount of Loans of any Type of any Kind may, on any Business Day, be converted into any other Type or Types of the same Kind of Loans, except that (A) Eurodollar LIBOR Rate Loans may be converted only on the last day of an applicable Interest Period and (B) Base Rate or Federal Funds Rate Loans may be converted into Eurodollar LIBOR Rate Loans only on a Eurodollar LIBOR Business Day. Notwithstanding any other provisions in this Agreement a Loan of any Kind cannot be converted into a Loan or Loans of a different Kind. (ii) Base Rate and Federal Funds Rate Loans shall continue as Base Rate Loans or Federal Funds Rate Loans, as the case may be, unless and until such Loans are converted into Loans of another Type. Eurodollar LIBOR Rate Loans of any Type shall continue as Loans of such Type until the end of the then current Interest Period therefor, at which time they shall be automatically converted into Base Rate Loans unless the Borrower shall have given the Administrative Agent notice in accordance with Section 1.03(c)(iv1.03(e)(iv) requesting either that such Loans continue as Loans of such Type for another Interest Period or that such Loans be converted into Loans of another Type at the end of such Interest Period. (iii) Notwithstanding anything to the contrary contained in Section 1.03(c)(i1.03(e)(i) or (ii), during a Default, Default the Administrative Agent may notify the Borrower that Loans may only be converted into or continued as Loans of certain specified Types and, thereafter, until no Default shall continue to exist, Loans may not be converted into or continued as Loans of any Type other than one or more of such specified Types. (iv) The Borrower shall give the Administrative Agent notice (which shall be irrevocable) of each conversion of Loans or continuation of Eurodollar LIBOR Rate Loans no later than 11:00 a.m. 2:00 p.m. (New York time) on, in the case of a conversion into Base Rate or Federal Funds Rate Loans, the Business Day ofDay, and, in the case of a conversion into or continuation of Eurodollar LIBOR Rate Loans, the third Eurodollar LIBOR Business Day beforeDay, before the requested date of such conversion or continuation. Each notice of conversion or continuation shall be in the form of Schedule 1.03(c)(iv1.03(e)(iv) and shall specify (A) the requested date of such conversion or continuation, (B) the amount amount, Kind and Type and, in the case of Eurodollar LIBOR Rate Loans, the last day of the applicable Interest Period of the Loans to be converted or continued and (C) the amount and Type or Types of Loans into which such Loans are to be converted or as which such Loans are to be continued. Upon receipt of any such notice, the Administrative Agent shall promptly notify each Bank of (x) the contents thereof, (y) the amount amount, Kind and Type and, in the case of Eurodollar LIBOR Rate Loans, the last day of the applicable Interest Period of each Loan to be converted or continued by such Bank and (z) the amount and Type or Types of Loans into which such Loans are to be converted or as which such Loans are to be continued.

Conversion and Continuation. (i) All or any part of the --------------------------- principal amount of Loans of any Type may, on any Business Day, be converted into any other Type or Types of Loans, except that (A) Eurodollar Fixed Rate Loans may be converted only on the last day of an applicable Interest Period and (B) Base Domestic Rate Loans may be converted into Eurodollar Rate Loans only on a Eurodollar Business Day. (ii) Base Rate Loans shall continue as Base Rate Loans unless and until such Loans are converted into Loans of another Type. Eurodollar Fixed Rate Loans of any Type shall continue as Loans of such Type until the end of the then current Interest Period therefor, at which time they shall be automatically converted into Base Rate Loans unless the Borrower shall have given the Administrative Agent notice in accordance with Section 1.03(c)(iv1.04(c)(iv) requesting either that such Loans continue as Loans of such Type for another Interest Period or that such Loans be converted into Loans of another Type at the end of such Interest Period. (iii) Notwithstanding anything to the contrary contained in Section 1.03(c)(i1.04(c)(i) or (ii), during a Default, the Administrative Agent may notify the Borrower that Loans may only be converted into or continued as Loans of certain specified Types and, thereafter, until no Default shall continue to exist, Loans may not be converted into or continued as Loans of any Type other than one or more of such specified Types. (iv) The Borrower shall give the Administrative Agent notice (which shall be irrevocable) of each conversion of Loans or continuation of Eurodollar Fixed Rate Loans no later than 11:00 a.m. 12:00 noon (New York time) on, in the case of a conversion into or a continuation of Base Rate Loans, the Business Day ofDay, in the case of a conversion into or continuation of CD Rate Loans, two Business Days, and, in the case of a conversion into or continuation of Eurodollar Rate Loans, the third Eurodollar Business Day beforeDay, before the requested date of such conversion or continuation. Each notice of conversion or continuation shall be in the form of Schedule 1.03(c)(iv1.04(c)(iv) and shall specify (A) the requested date of such -------------------- conversion or continuation, (B) the amount and Type and, in the case of Eurodollar Fixed Rate Loans, the last day of the applicable Interest Period of the Loans to be converted or continued and (C) the amount and Type or Types of Loans into which such Loans are to be converted or as which such Loans are to be continued. Upon receipt of any such notice, the Administrative Agent shall promptly notify each Bank of (x) the contents thereof, (y) the amount and Type and, in the case of Eurodollar Fixed Rate Loans, the last day of the applicable Interest Period of each Loan to be converted or continued by such Bank and (z) the amount and Type or Types of Loans into which such Loans are to be converted or as which such Loans are to be continued.

Conversion and Continuation. (i) All or any part of the principal amount of Loans of any Type Loan may, on any Business Day, be converted into any other Type another type or Types types of LoansLoan, except that (A) Eurodollar Rate Loans may be converted only on the last day of an the applicable Interest Period and (B) Base Rate Loans may be converted into Eurodollar Rate Loans only on a Eurodollar Business DayPeriod. (ii) Base Rate Loans shall continue as Base Rate Loans unless and until such Loans are converted into Loans of another Type. Eurodollar Rate Loans of any Type type. Each Eurodollar Loan shall continue as Loans of such Type a Eurodollar Loan until the end of the then current Interest Period therefor, at which time they it shall be automatically converted into a Base Rate Loans Loan unless the Borrower Company shall have given the Administrative Agent notice in accordance with Section 1.03(c)(iv2.02(c)(iv) hereof requesting either that such Loans Eurodollar Loan continue as Loans a Eurodollar Loan of such Type type for another Interest Period or that such Loans Eurodollar Loan be converted into Loans a Eurodollar Loan of another Type type at the end of such Interest Period. (iii) Notwithstanding anything to the contrary contained in Section 1.03(c)(i2.02(c)(i) or (ii)) hereof, during a an Event of Default, the Administrative Agent may shall, at the direction of the Majority Banks, notify the Borrower Company that Loans may only be converted into or continued as Loans of certain specified Types types and, thereafter, until no Event of Default shall continue to exist, Loans may not be converted into or continued as Loans of any Type type other than one or more of such specified Typestypes. (iv) The Borrower Company shall give the Administrative Agent notice (which shall be irrevocablepromptly notify the Banks) notice of each conversion of Loans or continuation of Eurodollar Rate Loans no later than 11:00 a.m. on, in the case of a conversion into Base Rate Loans, the Business Day of, and, in the case of a conversion into or continuation of Eurodollar Rate Loans, the third Eurodollar Business Day before, the requested date of such conversion or continuation. Each notice of conversion or continuation shall be hereunder substantially in the form of Schedule 1.03(c)(iv2.02(c) hereto, which notices shall be irrevocable and effective only upon receipt by the Administrative Agent, shall specify (Ax) the requested date of such conversion or continuation, (B) the aggregate amount and Type and, in the case of Eurodollar Rate Loans, the last day of the applicable Interest Period type of the Loans to be converted or continued and (Cin the case of Eurodollar Loans) the duration of the Interest Period therefor, (y) the requested date of such conversion or continuation and (z) the amount and Type type or Types types of Loans into which such Loans are to be converted or as which such Loans are to be continued. Upon receipt , and shall be given not later than 11:00 a.m. New York time on the day which is not less than the number of Business Days prior to the date of such conversion or continuation into or as the type of Loans specified below: Type Number of Business Days ---- ----------------------- Base Rate Loan 0 Eurodollar Loan 3 Notwithstanding the foregoing, any such notice, notice given by the Company to the Administrative Agent shall promptly notify each Bank of (xunder this Section 2.02(c)(iv) the contents thereof, (y) the amount may be given orally by telephone and Type and, confirmed in writing within one Business Day. In the case of Eurodollar Rate Loansany discrepancies between oral and written notices received by the Administrative Agent, the last day of oral notice shall be effective as understood in good faith by the applicable Interest Period of each Loan to be converted or continued by such Bank and (z) the amount and Type or Types of Loans into which such Loans are to be converted or as which such Loans are to be continuedAdministrative Agent.

Conversion and Continuation. (i) All or any part of the principal amount of Loans of any Type may, on any Business Day, be converted into any other Type or Types of Loans, except that (A) Eurodollar Rate Loans may be converted only on the last day of an applicable Interest Period and (B) Base Rate Loans may be converted into Eurodollar Rate Loans only on a Eurodollar Business Day. (ii) Base Rate Loans shall continue as Base Rate Loans unless and until such Loans are converted into Loans of another Type. Eurodollar Rate Loans of any Type shall continue as Loans of such Type until the end of the then current Interest Period therefor, at which time they shall be automatically converted into Base Rate Loans unless the Borrower shall have given the Administrative Agent notice in accordance with Section 1.03(c)(iv) requesting either that such Loans continue as Loans of such Type for another Interest Period or that such Loans be converted into Loans of another Type at the end of such Interest Period. (iii) Notwithstanding anything to the contrary contained in Section 1.03(c)(i) or (ii), during a Default, the Administrative Agent may notify the Borrower that Loans may only be converted into or continued as Loans of certain specified Types and, thereafter, until no Default shall continue to exist, Loans may not be converted into or continued as Loans of any Type other than one or more of such specified Types. (iv) The Borrower shall give the Administrative Agent notice (which shall be irrevocable) of each conversion of Loans or continuation of Eurodollar Rate Loans no later than 11:00 9:30 a.m. (Los Angeles time) on, in the case of a conversion into or a continuation of Base Rate Loans, the Business Day ofDay, and, in the case of a conversion into or continuation of Eurodollar Rate Loans, the third Eurodollar Business Day beforeDay, before the requested date of such conversion or continuation. Each notice of conversion or continuation shall be in the form of Schedule 1.03(c)(iv) and shall specify (A) the requested date of such conversion or continuation, (B) the amount and Type and, in the case of Eurodollar Rate Loans, the last day of the applicable Interest Period of the Loans to be converted or continued and (C) the amount and Type or Types of Loans into which such Loans are to be converted or as which such Loans are to be continued. Upon receipt of any such notice, the Administrative Agent shall promptly notify each Bank Lender of (x) the contents thereof, (y) the amount and Type and, in the case of Eurodollar Rate Loans, the last day of the applicable Interest Period of each Loan to be converted or continued by such Bank Lender and (z) the amount and Type or Types of Loans into which such Loans are to be converted or as which such Loans are to be continued.

Conversion and Continuation. (i) All or any part of the principal amount of Loans of any Type may, on any Business Day, be converted into any other Type or Types of Loans, except that (A) Eurodollar Rate Loans may be converted only on the last day of an applicable Interest Period and (B) Base Rate Loans may be converted into Eurodollar Rate Loans only on a Eurodollar Business Day. (ii) Base Rate Loans shall continue as Base Rate Loans unless and until such Loans are converted into Loans of another Type. Eurodollar Rate Loans of any Type shall continue as Loans of such Type until the end of the then current Interest Period therefor, at which time they shall be automatically converted into Base Rate Loans unless the Borrower shall have given the Administrative Agent notice in accordance with Section 1.03(c)(iv2.03(c)(iv) requesting either that such Loans continue as Loans of such Type for another Interest Period or that such Loans be converted into Loans of another Type at the end of such Interest Period. (iii) Notwithstanding anything to the contrary contained in Section 1.03(c)(i2.03(c)(i) or (ii), upon the occurrence and during a the continuance of any Default, the Administrative Agent may notify the Borrower that Loans may only be converted into or continued as Loans of certain specified Types and, thereafter, until such Default no Default shall continue to existlonger exists, Loans may not be converted into or continued as Loans of any Type other than one or more of such specified Types. (iv) The Borrower shall give the Administrative Agent notice (which shall be irrevocable) of each conversion of Loans or continuation of Eurodollar Rate Loans no later than 11:00 a.m. 10:00 A.M. on, in the case of a conversion into Base Rate Loans, the Business Day ofDay, and, in the case of a conversion into or continuation of Eurodollar Rate Loans, the third Eurodollar Business Day beforeDay, before the requested date of such conversion or continuation. Each notice of conversion or continuation shall be in the form of Schedule 1.03(c)(iv2.03(c)(iv) and shall specify (A) the requested date of such conversion or continuation, (B) the amount and Type and, in the case of Eurodollar Rate Loans, the last day of the applicable Interest Period of the Loans to be converted or continued and continued, (C) the amount and Type or Types of Loans into which such Loans are to be converted or as which such Loans are to be continued, and (D) the requested initial Interest Period, if any, to be applicable to the Loans resulting from such conversion or continuation. Upon receipt of any such notice, the Administrative Agent shall promptly notify each Bank of (x1) the contents thereof, (y2) the amount and Type and, in the case of Eurodollar Rate Loans, the last day of the applicable Interest Period of each Loan to be converted or continued by such Bank and Bank, (z3) the amount and Type or Types of Loans into which such Loans are to be converted or as which such Loans are to be continued, and (4) the Interest Period, if any, to be applicable to the Loans resulting from such conversion or continuation.

Conversion and Continuation. (i) All Subject to clauses (ii), (iii) and (iv) below, all or any part of the principal amount of Loans of any Type may, on any Business Day, be converted into any other Type or Types of Loans, except that (A) Eurodollar Rate Loans may be converted only on the last day of an applicable Interest Period and (B) Base Rate Loans may be converted into Eurodollar Rate Loans only on a Eurodollar Business Day. (ii) Base Rate Loans shall continue as Base Rate Loans unless and until such Loans are converted into Loans of another Type. Eurodollar Rate Loans of any Type shall continue as Loans of such Type until the end of the then current Interest Period therefor, at which time they shall be automatically converted into Base Rate Loans unless the Borrower shall have given the Administrative Agent notice in accordance with Section 1.03(c)(iv) requesting either that such Loans continue as Loans of such Type for another Interest Period or that such Loans be converted into Loans of another Type at the end of such Interest Period. (iii) Notwithstanding anything to the contrary contained in Section 1.03(c)(i) or (ii), during a Default, at the Administrative request of the Required Banks, the Agent may notify the Borrower that Loans may only be converted into or continued as Loans of certain specified Types and, thereafter, until no Default shall continue to exist, Loans may not be converted into or continued as Loans of any Type other than one or more of such specified Types. (iv) The Borrower shall give the Administrative Agent notice (which shall be irrevocable) of each conversion of Loans or continuation of Eurodollar Rate Loans no later than 11:00 10:00 a.m. on(New York time), in the case of a conversion into Base Rate Loans, on the Business Day ofDay, and, in the case of a conversion into or continuation of Eurodollar Rate Loans, on the third Eurodollar Business Day before, before the requested date of such conversion or continuation. Each notice of conversion or continuation shall be in the form of Schedule 1.03(c)(iv1.03(c) and shall specify (A) the requested date of such conversion or continuation, (B) the amount and Type and, in the case of Eurodollar Rate Loans, the last day of the applicable Interest Period of the Loans to be converted or continued and (C) the amount and Type or Types of Loans into which such Loans are to be converted or as which such Loans are to be continued. Upon receipt of any such notice, the Administrative Agent shall promptly notify each Bank of (x) the contents thereof, (y) the amount and Type and, in the case of Eurodollar Rate Loans, the last day of the applicable Interest Period of each Loan to be converted or continued by such Bank and (z) the amount and Type or Types of Loans into which such Loans are to be converted or as which such Loans are to be continued.

Conversion and Continuation. (i) All or any part of the principal amount of Loans of any Type Loan may, on any Business Day, be converted into any other Type another type or Types types of LoansLoan, except that (A) Eurodollar Rate Loans may be converted only on the last day of an the applicable Interest Period and (B) Base Rate Loans may be converted into Eurodollar Rate Loans only on a Eurodollar Business DayPeriod. (ii) Base Rate Loans shall continue as Base Rate Loans unless and until such Loans are converted into Loans of another Type. Eurodollar Rate Loans of any Type type. Each Eurodollar Loan shall continue as Loans of such Type a Eurodollar Loan until the end of the then current Interest Period therefor, at which time they it shall be automatically converted into a Base Rate Loans Loan unless the Borrower Company shall have given the Administrative Agent notice in accordance with Section 1.03(c)(iv2.02(c)(iv) hereof requesting either that such Loans Eurodollar Loan continue as Loans a Eurodollar Loan of such Type type for another Interest Period or that such Loans Eurodollar Loan be converted into Loans a Eurodollar Loan of another Type type at the end of such Interest Period. (iii) Notwithstanding anything to the contrary contained in Section 1.03(c)(i2.02(c)(i) or (ii)) hereof, during a an Event of Default, the Administrative Agent may shall, at the direction of the Majority Banks, notify the Borrower Company that Loans may only be converted into or continued as Loans of certain specified Types types and, thereafter, until no Event of Default shall continue to exist, Loans may not be converted into or continued as Loans of any Type type other than one or more of such specified Typestypes. (iv) The Borrower Company shall give the Administrative Agent notice (which shall be irrevocablepromptly notify the Banks) notice of each conversion of Loans or continuation of Eurodollar Rate Loans no later than 11:00 a.m. on, in the case of a conversion into Base Rate Loans, the Business Day of, and, in the case of a conversion into or continuation of Eurodollar Rate Loans, the third Eurodollar Business Day before, the requested date of such conversion or continuation. Each notice of conversion or continuation shall be hereunder substantially in the form of Schedule 1.03(c)(ivSCHEDULE 2.02(c) hereto, which notices shall be irrevocable and effective only upon receipt by the Administrative Agent, shall specify (Ax) the requested date of such conversion or continuation, (B) the aggregate amount and Type and, in the case of Eurodollar Rate Loans, the last day of the applicable Interest Period type of the Loans to be converted or continued and (Cin the case of Eurodollar Loans) the duration of the Interest Period therefor, (y) the requested date of such conversion or continuation and (z) the amount and Type type or Types types of Loans into which such Loans are to be converted or as which such Loans are to be continued. Upon receipt , and shall be given not later than 11:00 a.m. New York time on the day which is not less than the number of Business Days prior to the date of such conversion or continuation into or as the type of Loans specified below: Notwithstanding the foregoing, any such notice, notice given by the Company to the Administrative Agent shall promptly notify each Bank of (xunder this Section 2.02(c)(iv) the contents thereof, (y) the amount may be given orally by telephone and Type and, confirmed in writing within one Business Day. In the case of Eurodollar Rate Loansany discrepancies between oral and written notices received by the Administrative Agent, the last day of oral notice shall be effective as understood in good faith by the applicable Interest Period of each Loan to be converted or continued by such Bank and (z) the amount and Type or Types of Loans into which such Loans are to be converted or as which such Loans are to be continuedAdministrative Agent.

Conversion and Continuation. (i) All or any part of the principal amount of Loans of any Type may, on any Business Day, be converted into any other Type or Types of Loans, except that (A) Eurodollar Rate Loans may be converted only on the last day of an applicable Interest Period and Period, (B) Base Rate Loans may be converted into Eurodollar Rate Loans only on a Eurodollar Business DayDay and (C) Swing Loans shall be maintained as Base Rate Loans at all times. (ii) Base Rate Loans shall continue as Base Rate Loans unless and until such Loans are converted into Loans of another Type. Eurodollar Rate Loans of any Type shall continue as Loans of such Type until the end of the then current Interest Period therefor, at which time they shall be automatically converted into Base Rate Loans unless the Borrower shall have given the Administrative Agent notice in accordance with Section 1.03(c)(iv1.04(c)(iv) requesting either that such Loans continue as Loans of such Type for another Interest Period or that such Loans be converted into Loans of another Type at the end of such Interest Period. (iii) Notwithstanding anything to the contrary contained in Section 1.03(c)(i1.04(c)(i) or (ii), during a Default, the Administrative Agent may may, and upon the direction of the Required Banks shall, notify the Borrower that Loans may only be converted into or continued as Loans of certain specified Types and, thereafter, until no Default shall continue to exist, Loans may not be converted into or continued as Loans of any Type other than one or more of such specified Types, provided that, notwithstanding the foregoing, Loans may continue as or be converted into Base Rate Loans. (iv) The Borrower shall give the Administrative Agent notice (which shall be irrevocable) of each conversion of Loans or continuation of Eurodollar Rate Loans no later than 11:00 10:00 a.m. (New York time) on, in the case of a conversion into Base Rate Loans, the Business Day ofbefore the requested date of such conversion, and, in the case of a conversion into or continuation of Eurodollar Rate Loans, the third Eurodollar Business Day before, before the requested date of such conversion or continuation. Each notice of conversion or continuation shall be in the form of Schedule 1.03(c)(iv1.04(c)(iv) and shall specify (A) the requested date of such conversion or continuation, (B) the amount and Type and, in the case of Eurodollar Rate Loans, the last day of the applicable Interest Period of the Loans to be converted or continued and (C) the amount and Type or Types of Loans into which such Loans are to be converted or as which such Loans are to be continued. Upon receipt of any such notice, the Administrative Agent shall promptly notify each Bank of (x) the contents thereof, (y) the amount and Type and, in the case of Eurodollar Rate Loans, the last day of the applicable Interest Period of each Loan to be converted or continued by such Bank and (z) the amount and Type or Types of Loans into which such Loans are to be converted or as which such Loans are to be continued.

Conversion and Continuation. (i) All or any part of the principal amount of Loans of any Type may, on any Business Day, be converted into any other Type or Types of Loans, except that (A) Eurodollar Rate Loans may be converted only on the last day of an applicable Interest Period and (B) Base Rate Loans may be converted into Eurodollar Rate Loans only on a Eurodollar Business Day. (ii) Base Rate Loans shall continue as Base Rate Loans unless and until such Loans are converted into Loans of another Type. Eurodollar Rate Loans of any Type shall continue as Loans of such Type until the end of the then current Interest Period therefor, at which time they shall be automatically converted into Base Rate Loans unless the Borrower shall have given the Administrative Agent notice in accordance with Section 1.03(c)(iv2.03(c)(iv) requesting either that such Loans continue as Loans of such Type for another Interest Period or that such Loans be converted into Loans of another Type at the end of such Interest Period. (iii) Notwithstanding anything to the contrary contained in Section 1.03(c)(i2.03(c)(i) or (ii), during a Default, the Administrative Agent may notify the Borrower that Loans may only be converted into or continued as Loans of certain specified Types and, thereafter, until no Default shall continue to exist, Loans may not be converted into or continued as Loans of any Type other than one or more of such specified Types. (iv) The Borrower shall give the Administrative Agent notice (which shall be irrevocable) of each conversion of Loans or continuation of Eurodollar Rate Loans no later than 11:00 10:00 a.m. on, in the case of a conversion into Base Rate Loans, the Business Day ofDay, and, in the case of a conversion into or continuation of Eurodollar Rate Loans, the third Eurodollar Business Day beforeDay, before the requested date of such conversion or continuation. Each notice of conversion or continuation shall be in the form of Schedule 1.03(c)(iv2.03(c)(iv) and shall specify (A) the requested date of such conversion or continuation, (B) the amount and Type and, in the case of Eurodollar Rate Loans, the last day of the applicable Interest Period of the Loans to be converted or continued and (C) the amount and Type or Types of Loans into which such Loans are to be converted or as which such Loans are to be continued. Upon receipt of any such notice, the Administrative Agent shall promptly notify each Bank of (x) the contents thereof, (y) the amount and Type and, in the case of Eurodollar Rate Loans, the last day of the applicable Interest Period of each Loan to be converted or continued by such Bank and (z) the amount and Type or Types of Loans into which such Loans are to be converted or as which such Loans are to be continued.

Conversion and Continuation. (i) All or any part of the principal amount of Loans of any Type Loan may, on any Business Day, be converted into any other Type another type or Types types of Loans, except that (A) Eurodollar Rate Loans may be converted only on the last day of an the applicable Interest Period and (B) Base Rate Loans may be converted into Eurodollar Rate Loans only on a Eurodollar Business DayPeriod. (ii) Base Rate Loans shall continue as Base Rate Loans unless and until such Loans are converted into Loans of another Type. Eurodollar Rate Loans of any Type type. Each Eurodollar Loan shall continue as Loans of such Type a Eurodollar Loan until the end of the then current Interest Period therefor, at which time they it shall be automatically converted into a Base Rate Loans Loan unless the Borrower Obligors' Representative shall have given the Administrative Agent notice in accordance with Section 1.03(c)(iv2.02(c)(iv) hereof requesting either that such Eurodollar Loans continue as Eurodollar Loans of such Type type for another Interest Period or that such Eurodollar Loans be converted into Eurodollar Loans of another Type type at the end of such Interest Period. (iii) Notwithstanding anything to the contrary contained in Section 1.03(c)(i2.02(c)(i) or (ii), during a an Event of Default, the Administrative Agent may shall, at the direction of the Majority Banks, notify the Borrower Obligors' Representative that Loans may only be converted into or continued as Loans of certain specified Types types and, thereafter, until no Event of Default shall continue to exist, Loans may not be converted into or continued as Loans of any Type type other than one or more of such specified Typestypes. (iv) The Borrower Obligors' Representative shall give the Administrative Agent notice (which shall be irrevocablepromptly notify the Banks) notice of each conversion of Loans or continuation of Eurodollar Rate Loans no later than 11:00 a.m. on, in the case of a conversion into Base Rate Loans, the Business Day of, and, in the case of a conversion into or continuation of Eurodollar Rate Loans, the third Eurodollar Business Day before, the requested date of such conversion or continuation. Each notice of conversion or continuation shall be hereunder substantially in the form of Schedule 1.03(c)(iv2.02(c) hereto, which notices shall be irrevocable and effective only upon receipt by the Administrative Agent, shall specify (Ax) the requested date of such conversion or continuation, (B) the aggregate amount and Type and, in the case of Eurodollar Rate Loans, the last day of the applicable Interest Period type of the Loans to be converted or continued and (Cin the case of Eurodollar Loans) the duration of the Interest Period therefor, (y) the requested date of such conversion or continuation and (z) the amount and Type type or Types types of Loans into which such Loans are to be converted or as which such Loans are to be continued. Upon receipt , and shall be given not later than 11:00 a.m. New York time on the day which is not less than the number of Business Days prior to the date of such conversion into or continuation as the type of Loans specified below: Type Number of ---- Business Days ------------- Base Rate Loan 0 Eurodollar Loan 3 Notwithstanding the foregoing, any such notice, notice given by the Obligors' Representative to the Administrative Agent shall promptly notify each Bank of (xunder this Section 2.02(c)(iv) the contents thereof, (y) the amount may be given orally by telephone and Type and, confirmed in writing within one Business Day. In the case of Eurodollar Rate Loansany discrepancies between oral and written notices received by the Administrative Agent, the last day of oral notice shall be effective as understood in good faith by the applicable Interest Period of each Loan to be converted or continued by such Bank and (z) the amount and Type or Types of Loans into which such Loans are to be converted or as which such Loans are to be continuedAdministrative Agent.

Conversion and Continuation. (i) All Subject to Section 7.03, all or any part of the principal amount of Loans of any Type may, on any Business Day, be converted into any other Type or Types of Loans (except that Loans made to Xpedite UK may not be converted into Base Rate Loans), except that (A) Eurodollar Rate Loans may be converted only on the last day of an applicable Interest Period and (B) Base Rate Loans may be converted into Eurodollar Eurocurrency Rate Loans only on a Eurodollar Eurocurrency Business Day. (ii) Base Rate Loans shall continue as Base Rate Loans unless and until such Loans are converted into Loans of another Type. Eurodollar Eurocurrency Rate Loans of any Type shall continue as Loans of such Type until the end of the then current Interest Period therefor, at which time they shall be automatically converted into into, in the case of Loans made to the Company, Base Rate Loans unless and, in the case of Loans made to Xpedite UK, Eurocurrency Rate Loans having a one month Interest Period unless, in either case, the applicable Borrower shall have given the Administrative Agent notice in accordance with Section 1.03(c)(iv) requesting either that such Loans continue as Loans of such Type for another Interest Period or that such Loans be converted into Loans of another Type at the end of such Interest Period. (iii) Notwithstanding anything to the contrary contained in Section 1.03(c)(i) or (ii), during a Default, the Administrative Agent may notify the Borrower Borrowers that Loans may only be converted into or continued as Loans of certain specified Types and, thereafter, until no Default shall continue to exist, Loans may not be converted into or continued as Loans of any Type other than one or more of such specified Types. (iv) The applicable Borrower shall give the Administrative Agent notice (which shall be irrevocable) of each conversion of Loans or continuation of Eurodollar Eurocurrency Rate Loans no later than 11:00 a.m. (New York City time) on, in the case of a conversion of Loans made to the Company into Base Rate Loans, the Business Day ofbefore, and, in the case of a conversion into or continuation of Eurodollar Eurocurrency Rate Loans, the third Eurodollar Eurocurrency Business Day before, the requested date of such conversion or continuation. Each notice of conversion or continuation shall be in the form of Schedule 1.03(c)(iv) and shall specify (A) -------------------- the requested date of such conversion or continuation, (B) the amount and Type and, in the case of Eurodollar Eurocurrency Rate Loans, the last day of the applicable Interest Period of the Loans to be converted or continued and (C) the amount and Type or Types of Loans into which such Loans are to be converted or as which such Loans are to be continued. Upon receipt of any such notice, the Administrative Agent shall promptly notify each Bank of (x) the contents thereof, (y) the amount and Type and, in the case of Eurodollar Eurocurrency Rate Loans, the last day of the applicable Interest Period of each Loan to be converted or continued by such Bank and (z) the amount and Type or Types of Loans into which such Loans are to be converted or as which such Loans are to be continued.

Conversion and Continuation. (i) All Subject to Section 7.03, all or --------------------------- any part of the principal amount of Loans of any Type may, on any Business Day, be converted into any other Type or Types of Loans (except that Loans made to Xpedite UK may not be converted into Base Rate Loans), except that (A) Eurodollar Rate Loans may be converted only on the last day of an applicable Interest Period and (B) Base Rate Loans may be converted into Eurodollar Eurocurrency Rate Loans only on a Eurodollar Eurocurrency Business Day. (ii) Base Rate Loans shall continue as Base Rate Loans unless and until such Loans are converted into Loans of another Type. Eurodollar Eurocurrency Rate Loans of any Type shall continue as Loans of such Type until the end of the then current Interest Period therefor, at which time they shall be automatically converted into into, in the case of Loans made to the Company, Base Rate Loans unless and, in the case of Loans made to Xpedite UK, Eurocurrency Rate Loans having a one month Interest Period unless, in either case, the applicable Borrower shall have given the Administrative Agent notice in accordance with Section 1.03(c)(iv) requesting either that such Loans continue as Loans of such Type for another Interest Period or that such Loans be converted into Loans of another Type at the end of such Interest Period. (iii) Notwithstanding anything to the contrary contained in Section 1.03(c)(i) or (ii), during a Default, the Administrative Agent may notify the Borrower Borrowers that Loans may only be converted into or continued as Loans of certain specified Types and, thereafter, until no Default shall continue to exist, Loans may not be converted into or continued as Loans of any Type other than one or more of such specified Types. (iv) The applicable Borrower shall give the Administrative Agent notice (which shall be irrevocable) of each conversion of Loans or continuation of Eurodollar Eurocurrency Rate Loans no later than 11:00 a.m. (New York City time) on, in the case of a conversion of Loans made to the Company into Base Rate Loans, the Business Day ofbefore, and, in the case of a conversion into or continuation of Eurodollar Eurocurrency Rate Loans, the third Eurodollar Eurocurrency Business Day before, the requested date of such conversion or continuation. Each notice of conversion or continuation shall be in the form of Schedule 1.03(c)(iv) and shall specify (A) -------------------- the requested date of such conversion or continuation, (B) the amount and Type and, in the case of Eurodollar Eurocurrency Rate Loans, the last day of the applicable Interest Period of the Loans to be converted or continued and (C) the amount and Type or Types of Loans into which such Loans are to be converted or as which such Loans are to be continued. Upon receipt of any such notice, the Administrative Agent shall promptly notify each Bank of (x) the contents thereof, (y) the amount and Type and, in the case of Eurodollar Eurocurrency Rate Loans, the last day of the applicable Interest Period of each Loan to be converted or continued by such Bank and (z) the amount and Type or Types of Loans into which such Loans are to be converted or as which such Loans are to be continued.

Conversion and Continuation. (i) All or any part of the principal amount of Loans of any Type Loan may, on any Business Day, be converted into any other Type another type or Types types of Loans, except that (A) Eurodollar Rate Loans may be converted only on the last day of an the applicable Interest Period and (B) Base Rate Loans may be converted into Eurodollar Rate Loans only on a Eurodollar Business DayPeriod. (ii) Base Rate Loans shall continue as Base Rate Loans unless and until such Loans are converted into Loans of another Type. Eurodollar Rate Loans of any Type type. Each Eurodollar Loan shall continue as Loans of such Type a Eurodollar Loan until the end of the then current Interest Period therefor, at which time they it shall be automatically converted into a Base Rate Loans Loan unless the Borrower Obligors' Representative shall have given the Administrative Agent notice in accordance with Section 1.03(c)(iv2.02(c)(iv) hereof requesting either that such Eurodollar Loans continue as Eurodollar Loans of such Type type for another Interest Period or that such Eurodollar Loans be converted into Eurodollar Loans of another Type type at the end of such Interest Period. (iii) Notwithstanding anything to the contrary contained in Section 1.03(c)(i2.02(c)(i) or (ii), during a an Event of Default, the Administrative Agent may shall, at the direction of the Majority Banks, notify the Borrower Obligors' Representative that Loans may only be converted into or continued as Loans of certain specified Types types and, thereafter, until no Event of Default shall continue to exist, Loans may not be converted into or continued as Loans of any Type type other than one or more of such specified Typestypes. (iv) The Borrower Obligors' Representative shall give the Administrative Agent notice (which shall be irrevocablepromptly notify the Banks) notice of each conversion of Loans or continuation of Eurodollar Rate Loans no later than 11:00 a.m. on, in the case of a conversion into Base Rate Loans, the Business Day of, and, in the case of a conversion into or continuation of Eurodollar Rate Loans, the third Eurodollar Business Day before, the requested date of such conversion or continuation. Each notice of conversion or continuation shall be hereunder substantially in the form of Schedule 1.03(c)(iv2.02(c) hereto, which notices shall be irrevocable and effective only upon receipt by the Administrative Agent, shall specify (Ax) the requested date of such conversion or continuation, (B) the aggregate amount and Type and, in the case of Eurodollar Rate Loans, the last day of the applicable Interest Period type of the Loans to be converted or continued and (Cin the case of Eurodollar Loans) the duration of the Interest Period therefor, (y) the requested date of such conversion or continuation and (z) the amount and Type type or Types types of Loans into which such Loans are to be converted or as which such Loans are to be continued. Upon receipt , and shall be given not later than 11:00 a.m. New York time on the day which is not less than the number of Business Days prior to the date of such conversion into or continuation as the type of Loans specified below: Number of Type Business Days ---- ------------- Base Rate Loan 0 Eurodollar Loan 3 Notwithstanding the foregoing, any such notice, notice given by the Obligors' Representative to the Administrative Agent shall promptly notify each Bank of (xunder this Section 2.02(c)(iv) the contents thereof, (y) the amount may be given orally by telephone and Type and, confirmed in writing within one Business Day. In the case of Eurodollar Rate Loansany discrepancies between oral and written notices received by the Administrative Agent, the last day of oral notice shall be effective as understood in good faith by the applicable Interest Period of each Loan to be converted or continued by such Bank and (z) the amount and Type or Types of Loans into which such Loans are to be converted or as which such Loans are to be continuedAdministrative Agent.