Common use of Conversion or Continuation Clause in Contracts

Conversion or Continuation. (i) The Borrower or the applicable Qualified Borrower shall have the option (A) to convert at any time all or any part of outstanding Base Rate Loans to Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans, on such expiration date; and (C) to continue all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. (New York time) at least three (3) Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation date. A Notice of Conversion/Continuation shall specify (A) the proposed conversion/continuation date (which shall be a Business Day), (B) the principal amount of the Loan to be converted/continued, (C) whether such Loan shall be converted and/or continued, and (D) in the case of a conversion to, or continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period. In lieu of delivering a Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. (i) The Borrower or Subject to the applicable Qualified Borrower provisions of subsection 2.6, Company shall have the option (Ai) to convert at any time all or any part of its outstanding Base Rate Loans equal to Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans, on such expiration date; and (C) to continue all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except amount from Loans bearing interest at the Base Rate to Loans bearing interest at the Eurodollar Rate or all or any part of its outstanding Loans equal to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at the case of a conversion into Eurodollar Rate to Loans bearing interest at the Base Rate or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or continue any portion of such Loan equal to $1,000,000 and multiples of $100,000 in excess of that amount as a Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified Borrower Eurodollar Rate Loan. Company shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. 10:00 A.M. (New York Chicago time) at least three (3) Business Days on the proposed conversion date (in the case of a Dollar denominated conversion to a Base Rate Loan), or four (4) and at least three Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation datedate (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (Ai) the proposed conversion/continuation date (which shall be a Business Day), (Bii) the principal amount and type of the Loan to be converted/continued, (Ciii) whether such Loan shall be converted and/or continuedthe nature of the proposed conversion/continuation, and (Div) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing as of the date of the proposed conversion/continuation. In lieu of delivering a the above-described Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower Company may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii)subsection 2.2D, if the Borrower confirms Administrative Agent shall promptly transmit such notice by delivery telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the Notice of Conversion/Continuation applicable basis for determining the interest rate with respect to the Administrative Agent by facsimile transmission promptly, but any Loans in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under accordance with this Section 5.1(c)(ii) (or Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in lieu thereof)subsections 2.6B, the Administrative Agent shall notify each Lender by facsimile transmission2.6C and 2.6G, or other similar form of transmission, of the proposed conversion/continuation. Any a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and the Borrower or the applicable Qualified Borrower Company shall be bound to convert effect a conversion or continue continuation in accordance therewith. In therewith or to pay the event no Notice of Conversion/Continuation is delivered amounts payable pursuant to Section 2.6D as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration a result of the Interest Period applicable thereto, failure to effect such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuingcontinuation/conversion.

Conversion or Continuation. (i) The Borrower or Subject to the applicable Qualified Borrower provisions of subsection 2.6, Company shall have the option (Ai) to convert at any time all or any part of its outstanding Base Rate Term Loans or Revolving Loans equal to $500,000 and integral multiples of $250,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate LoansLoan, on such expiration date; and (C) to continue all or any part portion of outstanding such Loan equal to $500,000 and integral multiples of $250,000 in excess of that amount as a Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration dateLoan; provided, however, no such outstanding Loan may be continued as, or be converted into, that a Eurodollar Rate Loan (i) if may only be converted into a Base Rate Loan on the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of a conversion into or a continuation expiration date of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the Interest Period applicable Qualified Borrower thereto. Company shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. 12:00 Noon (New York time) at least three (3) one Business Days Day in advance of the proposed conversion date (in the case of a Dollar denominated conversion to a Base Rate Loan), or four (4) and at least three Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation datedate (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (Ai) the proposed conversion/continuation date (which shall be a Business Day), (Bii) the principal amount and type of the Loan to be converted/continued, (Ciii) whether such Loan shall be converted and/or continuedthe nature of the proposed conversion/continuation, and (Div) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering a the above-described Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower Company may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the to Administrative Agent shall notify each Lender by facsimile transmission, on or other similar form of transmission, of before the proposed conversion/continuation date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Any Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and the Borrower or the applicable Qualified Borrower Company shall be bound to convert effect a conversion or continue continuation in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. (i) The Borrower or Subject to the applicable Qualified Borrower provisions of subsection 2.6, Company shall have the option (Ai) to convert at any time all or any part of its outstanding Base Rate Loans equal to Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans, on such expiration date; $3,000,000 and (C) to continue all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of amount from Loans bearing interest at a conversion into rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or continue any portion of such Loan equal to $3,000,000 and integral multiples of $100,000 in excess of that amount as a Eurodollar Rate Loan; provided, however, that a Eurodollar Rate Loan under Section 5.1(c)(i), may only be converted into a Base Rate Loan on the Borrower or the expiration date of an Interest Period applicable Qualified Borrower thereto. Company shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. 12:00 Noon (New York time) at least three (3) one Business Days Day in advance of the proposed conversion date (in the case of a Dollar denominated conversion to a Base Rate Loan), or four (4) and at least three Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation datedate (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (Ai) the proposed conversion/continuation date (which shall be a Business Day), (Bii) the principal amount and type of the Loan to be converted/continued, (Ciii) whether such Loan shall be converted and/or continuedthe nature of the proposed conversion/continuation, and (Div) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering a the above-described Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower Company may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the to Administrative Agent shall notify each Lender by facsimile transmission, on or other similar form of transmission, of before the proposed conversion/continuation date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Any Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and the Borrower or the applicable Qualified Borrower Company shall be bound to convert effect a conversion or continue continuation in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. (i) The Borrower or the applicable Qualified Each Domestic Borrower shall have the option (A) to convert at any time all or any part of its outstanding Base Floating Rate Loans (other than Swing Loans) to Eurodollar Fixed Rate Loans; Loans or (B) to convert all or any part of its outstanding Eurodollar Fixed Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Floating Rate Loans, Loans on such expiration date; and (C) each Borrower shall have the option to continue all or any part of its outstanding Eurodollar Fixed Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Fixed Rate LoansLoans denominated in the same currency, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; provided, however, in each case, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Fixed Rate Loan (i) if the continuation of, or the conversion into, such Fixed Rate Loan would violate any of the provisions of Section 5.2 4.02 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Fixed Rate Loans under this Section 5.1(c4.01(c) shall be in a minimum amount of the Dollar Equivalent of $1,000,000 7,500,000 for Domestic Loans and $5,000,000 for Multicurrency Loans and in integral Dollar Equivalent multiples of $100,000 1,000,000 in excess of that amountamount (or, except in the case of a conversion into continuations of Multicurrency Loans, in such greater or lesser amounts as are as near to $5,000,000 or a multiple of $1,000,000, as applicable, as reasonably practicable in light of any change in the Spot Rate between the date of such continuation and the date of an entire the Borrowing or any previous continuation thereof, as the case may be). Such minimum levels may be achieved under the Domestic Facility by combining the Loans of Non Pro Rata Loansmore than one Borrower being continued as or converted into Fixed Rate Loans with the same Interest Period so long as the minimum amount of any single Borrowing is the Dollar Equivalent of $1,000,000; and such minimum levels may be achieved under the Multicurrency Facility by combining the Loans of the same currency of more than one Borrower being continued as or converted into Fixed Rate Loans with the same Interest Period so long as the minimum amount of any single Borrowing is the Dollar Equivalent of $1,000,000. (ii) To convert or continue a Loan under Section 5.1(c)(i4.01(c)(i), the Borrower or the applicable Qualified Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. 12:00 p.m. (New York time) at least three (3) Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation date. A Notice date with respect to Domestic Loans and 3:00 p.m. (London time) at least four Business Days in advance of Conversion/Continuation shall specify (A) the proposed conversion/continuation date (which shall be a Business Day), (B) the principal amount of the Loan with respect to be converted/continued, (C) whether such Loan shall be converted and/or continued, and (D) in the case of a conversion to, or continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period. In lieu of delivering a Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same dayMulticurrency Loans. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof4.01(c)(ii), the Administrative Agent shall notify each Lender under the applicable Credit Facility by facsimile transmissiontelex or telecopy, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. (i) The Borrower or Subject to the applicable Qualified provisions of subsection 2.6, Borrower shall have the option (Ai) to convert at any time all or any part of its outstanding Base Rate Loans equal to Eurodollar Five Hundred Thousand Dollars ($500,000) and integral multiples of One Hundred Thousand Dollars ($100,000) in excess of that amount to LIBOR Rate Loans; , (Bii) to convert at any time all or any part of its outstanding Eurodollar LIBOR Rate Loans having Eurodollar Interest Periods which expire on the same date equal to One Hundred Thousand Dollars ($100,000) and integral multiples of One Hundred Thousand Dollars ($100,000) in excess of that amount to Base Rate Loans, on such or (iii) upon the expiration date; and (C) of any Interest Period applicable to a LIBOR Rate Loan, to continue all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period portion of such continued Loans shall commence on such expiration dateLoan equal to Five Hundred Thousand Dollars ($500,000) and integral multiples of One Hundred Thousand Dollars ($100,000) in excess of that amount as a LIBOR Rate Loan; provided, however, no such outstanding that a LIBOR Rate Loan may be continued as, or only be converted into, into a Eurodollar Base Rate Loan (i) if on the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of a conversion into or a continuation expiration date of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the Interest Period applicable Qualified thereto. Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. 12:00 Noon (New York time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three (3) Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation datedate (in the case of a conversion to, or a continuation of, a LIBOR Rate Loan). A Notice of Conversion/Continuation shall specify (Ai) the proposed conversion/continuation date (which shall be a Business Day), (Bii) the principal amount and type of the Loan to be converted/continued, (Ciii) whether such Loan shall be converted and/or continuedthe nature of the proposed conversion/continuation, and (Div) in the case of a conversion to, or a continuation of, a Eurodollar LIBOR Rate Loan, the requested Eurodollar Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering a the above-described Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the to Administrative Agent shall notify each Lender by facsimile transmission, on or other similar form of transmission, of before the proposed conversion/continuation date; provided further that failure to give such written notice shall not affect the validity of such telephonic notice. Administrative Agent shall promptly notify the Lenders of each Notice of Conversion/Continuation and the contents thereof. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Any Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Rate Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and the Borrower or the applicable Qualified Borrower shall be bound to convert effect a conversion or continue continuation in accordance therewith. In If a LIBOR Rate Loan is neither repaid or continued on the event no last day of the Interest Period applicable thereto nor converted into another type of Loan on such date pursuant to and in accordance with this Agreement, including this subsection 2.2D, or if Administrative Agent has not received a Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon specifying the expiration term of the next Interest Period applicable theretofor such LIBOR Loan at least three (3) Business Days prior to the last day of the then current Interest Period, such Loans then the outstanding LIBOR Loan shall automatically be continued deemed to be continued, on the last day of the then current Interest Period, as Eurodollar Rate Loans a LIBOR Loan with a Eurodollar an Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred one month and is continuingthereafter shall bear interest as such.

Conversion or Continuation. (i) The Borrower or the applicable Qualified Borrower shall have the option (A) to convert at any time all or any part of its outstanding Base Floating Rate Loans to Eurodollar Fixed Rate LoansLoans denominated in the same Available Currency; (B) to convert all or any part of its outstanding Eurodollar Fixed Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Floating Rate Loans, Loans denominated in the same currency on such expiration date; and or (C) to continue all or any part of its outstanding Eurodollar Fixed Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Fixed Rate LoansLoans denominated in the same currency, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Fixed Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 4.02 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Fixed Rate Loans under this Section 5.1(c4.01(c) shall be in a minimum amount of $2,000,000 (or the Dollar Equivalent of $1,000,000 for Fixed Rate Loans denominated in an Optional Currency) and in integral Dollar Equivalent multiples of $100,000 1,000,000 (or approximately similar intervals in Optional Currencies) in excess of that amount, except in the case of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i4.01(c)(i), the Borrower or the applicable Qualified Borrower shall deliver a Notice of ConversionContinuation/Continuation Conversion to the Administrative Agent Lender no later than 11:00 a.m. 12:00 noon (New York London time) at least three two (32) Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversioncontinuation/continuation conversion date. A Notice of Conversion/Continuation shall specify (A) the proposed conversion/continuation date (which shall be a Business Day), (B) the principal amount of the Loan to be converted/continued, (C) whether such Loan shall be converted and/or continued, and (D) in the case of a conversion to, or continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period. In lieu of delivering a Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of ConversionContinuation/Continuation Conversion for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. (i) The Borrower or Subject to the applicable Qualified Borrower provisions of -------------------------- subsection 2.6, Company shall have the option (Ai) to convert at any time all or any part of its outstanding Base Rate Term Loans or Revolving Loans equal to $500,000 and integral multiples of $250,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate LoansLoan, on such expiration date; and (C) to continue all or any part portion of outstanding such Loan equal to $500,000 and integral multiples of $250,000 in excess of that amount as a Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration dateLoan; provided, however, no such outstanding Loan may be continued as, or be converted into, that a Eurodollar Rate Loan (i) if may only be converted into a Base -------- ------- Rate Loan on the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of a conversion into or a continuation expiration date of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the Interest Period applicable Qualified Borrower thereto. Company shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. 12:00 Noon (New York time) at least three (3) one Business Days Day in advance of the proposed conversion date (in the case of a Dollar denominated conversion to a Base Rate Loan), or four (4) and at least three Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation datedate (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (Ai) the proposed conversion/continuation date (which shall be a Business Day), (Bii) the principal amount and type of the Loan to be converted/continued, (Ciii) whether such Loan shall be converted and/or continuedthe nature of the proposed conversion/continuation, and (Div) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering a the above-described Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower Company may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms subsection 2.2D; provided that such notice shall be promptly confirmed in -------- writing by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the to Administrative Agent shall notify each Lender by facsimile transmission, on or other similar form of transmission, of before the proposed conversion/continuation date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Any Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and the Borrower or the applicable Qualified Borrower Company shall be bound to convert effect a conversion or continue continuation in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. (i) The Borrower or the applicable Qualified Borrower Borrowers shall have the option (A) to convert at any time all or any part of outstanding Base Rate Loans to Eurodollar Eurocurrency Rate LoansLoans denominated in Dollars; (B) to convert all or any part of outstanding Eurodollar Eurocurrency Rate Loans denominated in Dollars having Eurodollar Eurocurrency Rate Interest Periods which expire on the same date to Base Rate Loans, Loans on such expiration date; and or (C) to continue all or any part of outstanding Eurodollar Eurocurrency Rate Loans having Eurodollar Eurocurrency Interest Periods which expire on the same date as Eurodollar Eurocurrency Rate Loans, and the succeeding Eurodollar Eurocurrency Interest Period of such continued Loans shall commence on such expiration date; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Eurocurrency Rate Loan (i) if the continuation of, or the conversion into, such Eurocurrency Rate Loan would violate any of the provisions of Section 5.2 5.02 or (ii) if an Event of Default or a Potential Event of Default would occur as a result thereof or has occurred and is continuing. Any conversion into or continuation of Eurodollar Eurocurrency Rate Loans under this Section 5.1(c5.01(c) shall be in a minimum amount of $1,000,000 (or the equivalent thereof in the applicable Alternative Currency) and in integral multiples of $100,000 250,000 (or the equivalent thereof in the applicable Alternative Currency) in excess of that amount, amount except in the case of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i5.01(c)(i), the Borrower or the applicable Qualified U.S. Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 9:00 a.m. (New York time) at least (A) three (3) Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation datedate with respect to conversions to or continuations as Eurocurrency Rate Loans and (B) one (1) Business Day in advance of the proposed conversion date with respect to conversions to Base Rate Loans. A Notice of Conversion/Continuation shall specify (A) the proposed conversion/continuation date (which shall be a Business Day), (B) the principal amount and currency of the Loan to be converted/continued, (C) whether such Loan shall be converted and/or continued, and (D) in the case of a conversion to, or continuation of, a Eurodollar Eurocurrency Rate Loan, the requested Eurodollar Eurocurrency Rate Interest Period. In lieu of delivering a Notice of Conversion/Continuation, the Borrower or the applicable Qualified U.S. Borrower may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii5.01(c)(ii), if the Borrower confirms and such notice by delivery of the Notice of Conversion/Continuation shall be confirmed in writing delivered to the Administrative Agent by facsimile transmission promptly, promptly (but in no event later than 3:00 5:00 p.m. (New York time) on the same day), the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii5.01(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmissiontelex or telecopy, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower Borrowers shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. (i) The Borrower or Subject to the applicable Qualified Borrower provisions of subsection 2.6, Company shall have the option (Ai) to convert at any time all or any part of its outstanding Tranche B Term Loans or Revolving Loans equal to $1,000,000 and integral multiples of $500,000 in excess of that amount from Base Rate Loans to Eurodollar Rate Loans; , (Bii) to convert at any time all or any part of its outstanding Eurodollar Rate Tranche B Term Loans having Eurodollar Interest Periods which expire on the same date or Revolving Loans equal to Base Rate Loans, on such expiration date; and (C) to continue all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples multiple of $100,000 in excess of that amountamount from Eurodollar Rate Loans to Base Rate Loans or (iii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, except to continue all or any portion of such Loan equal to $1,000,000 and integral multiples of $500,000 in excess of that amount as a Eurodollar Rate Loan; PROVIDED, HOWEVER, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the case of a conversion into or a continuation expiration date of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the Interest Period applicable Qualified Borrower thereto. Company shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. 1:30 P.M. (New York time) at least three (3) one Business Days Day in advance of the proposed conversion date (in the case of a Dollar denominated conversion to a Base Rate Loan), or four (4) and at least three Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation datedate (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (Ai) the proposed conversion/continuation date (which shall be a Business Day), (Bii) the principal amount and type of the Loan to be converted/continued, (Ciii) whether such Loan shall be converted and/or continuedthe nature of the proposed conversion/continuation, and (Div) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering a the above-described Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower Company may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii)subsection 2.2D, if the Borrower confirms Administrative Agent shall promptly transmit such notice by delivery telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the Notice of Conversion/Continuation applicable basis for determining the interest rate with respect to the Administrative Agent by facsimile transmission promptly, but any Loans in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under accordance with this Section 5.1(c)(ii) (or Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in lieu thereof)subsections 2.6B, the Administrative Agent shall notify each Lender by facsimile transmission2.6C and 2.6G, or other similar form of transmission, of the proposed conversion/continuation. Any a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and the Borrower or the applicable Qualified Borrower Company shall be bound to convert effect a conversion or continue continuation in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. (i) The Borrower or the applicable Qualified Borrower Provided that no Event of Default shall have occurred and be continuing (but subject to the option (A) to convert at any time provisions of SECTION 3.14, the Borrower may request that all or any part of any outstanding Base Rate Loan be converted into a Loan or Loans to Eurodollar Rate Loans; (B) to convert all of a different Type or any part be continued as a Loan or Loans of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate LoansType, in the same aggregate principal amount, on such expiration date; and any Business Day (C) to continue all or any part which, in the case of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period continuation of such continued Loans shall commence on such expiration date; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan or conversion of a Eurodollar Rate Loan in whole or in part to a Prime Rate Loan, shall be the last day of the Interest Period applicable to such Loan). In each such case, the Borrower shall notify the Agent in writing (which notice shall be irrevocable) by telecopy not later than 11:30 a.m. on the date two Business Days before the day on which such proposed conversion or continuation is to be effective (and such effective date of any continuation shall be the last day of the Interest Period for the Eurodollar Rate Loan). Each such notice (a NOTICE OF CONVERSION OR CONTINUATION) shall (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. (New York time) at least three (3) Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation date. A Notice of Conversion/Continuation shall specify (A) the proposed conversion/continuation date (which shall be a Business Day), (B) the principal amount of identify the Loan to be converted/converted or continued, (C) whether such Loan shall be converted and/or continuedthe aggregate outstanding principal balance thereof and, and (D) in the case of a conversion to, or continuation of, if a Eurodollar Rate Loan, the requested Eurodollar Interest Period. In lieu of delivering a Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration last day of the Interest Period applicable theretoto such Loan, (ii) specify the effective date of such Loans shall automatically conversion or continuation, (iii) specify the principal amount of such Loan to be converted or continued as Eurodollar Rate Loans with a Eurodollar and, if converted, the Type or Types into which the same is to be converted, and (iv) the Interest Period of thirty (30) days; provided, however, no such outstanding Loan may to be continued as, or be converted into, a applicable to the Eurodollar Rate Loan (i) as converted or continued. Such telecopied notice shall be immediately followed by a signed, written confirmation thereof by the Borrower in a form acceptable to the Agent, PROVIDED that if such confirmation differs in any respect from the continuation ofaction taken by the Lenders, or the conversion into, would violate any records of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuingAgent shall control absent manifest error.

Conversion or Continuation. (ia) The Borrower or Subject to the applicable Qualified Borrower provisions of clause (d) and (e) of this Section 2.8 and the provisions of Section 2.14, Borrowers shall have the option to (Ai) to convert at any time all or any part portion of the principal amount of outstanding Base Rate Loans equal to Eurodollar Rate Loans; $250,000, and integral multiples of $50,000 in excess of such amount, to a SOFR Loan, (Bii) to convert all or any part portion of the principal amount of outstanding Eurodollar Rate SOFR Loans having Eurodollar Interest Periods which expire on the same date equal to $250,000 and integral multiples of $50,000 in excess of such amount, to a Base Rate LoansLoan, on such expiration date; and (Ciii) upon the expiration of any Interest Period applicable to any outstanding Term-Based SOFR Loan, continue all or any part portion of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date principal amount of such Term-Based SOFR Loan equal to $250,000, and integral multiples of $50,000 in excess of such amount, as Eurodollar Rate Loansa Term-Based SOFR Loan, and the succeeding Eurodollar Interest Period of such continued Loans Loan shall commence on such the expiration datedate of the Interest Period previously applicable thereto; provided, however, that a Term-Based SOFR Loan only may be converted or continued, as the case may be, on the expiration date of the Interest Period applicable thereto; provided further, however, that no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate SOFR Loan (i) if the continuation of, or the conversion into, would violate when any of the provisions of Section 5.2 or (ii) if an Unmatured Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation ; provided further, however, that if, before the expiration of Eurodollar Rate Loans under this Section 5.1(c) an Interest Period of a Term-Based SOFR Loan, Administrative Borrower fails to timely deliver the appropriate Request for Conversion/ Continuation, such Term-Based SOFR Loan automatically shall be in converted to a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amountBase Rate Loan. (b) Administrative Borrower shall by telefacsimile, except mail, email or personal service deliver a Request for Conversion/Continuation to Lender (i) no later than noon Pacific time, one (1) Business Day prior to the proposed conversion date, in the case of a conversion into or to a continuation of an entire Borrowing of Non Pro Rata Loans. Base Rate Loan, and (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. noon Pacific time, two (New York time2) at least three (3) U.S. Government Securities Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) in advance of prior to the proposed conversion/conversion or continuation date. A Notice of Conversion/Continuation shall specify (A) the proposed conversion/continuation date (which shall be a Business Day), (B) the principal amount of the Loan to be converted/continued, (C) whether such Loan shall be converted and/or continued, and (D) in the case of a conversion to, or a continuation of, a Eurodollar Rate SOFR Loan, the requested Eurodollar Interest Period. In lieu of delivering a Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of A Request for Conversion/Continuation shall specify (x) the proposed conversion or continuation date (which shall be a Business Day or a U.S. Government Securities Business Day, as applicable), (y) the amount and type of the Loan to be converted or continued, and (z) the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. Interest Period applicable to any Loan being converted to or continued as a Term-Based SOFR Loan. (New York timec) on the same day. Promptly after receipt of a Notice of Any Request for Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, irrevocable and the Borrower or the applicable Qualified Borrower Borrowers shall be bound obligated to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii. (d) No Loan (or portion thereof) may be converted into, or continued as, a Term-Based SOFR Loan with an Interest Period that ends after (i) with respect to outstanding Eurodollar Rate Loansa Revolving Loan, upon the expiration of the Interest Period applicable theretoRevolving Credit Maturity Date, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or and (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuingwith respect to Term Loans, the Term Loan Maturity Date.

Conversion or Continuation. (i) The Borrower or the applicable Qualified Borrower shall have the option (Ai) to convert at any time the interest rate on all or any part of the outstanding Loan in a minimum amount of $5,000,000 or an integral multiple of $1,000,000 in excess of that amount from the Base Rate Loans to the Eurodollar Rate LoansRate; or (Bii) to convert all or any part of outstanding the interest rate on the Loan in a minimum amount of $5,000,000 or an integral multiple of $1,000,000 in excess of that amount from the Eurodollar Rate Loans having to the Base Rate on the expiration date of any Eurodollar Interest Periods which expire on Period applicable thereto; or (iii) upon the same date to Base Rate Loansexpiration of any Eurodollar Interest Period, on such expiration date; and (C) to continue all or any part portion of outstanding the Loan equal to $5,000,000 or an integral multiple of $1,000,000 in excess of that amount at the Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate LoansRate, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such the expiration datedate of the Eurodollar Interest Period applicable thereto; provided, however, no such outstanding that the interest rate on the Loan may not be continued asat, or be converted intoto, a the Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate when any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) In the event Borrower shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To elect to convert or continue a Loan under Section 5.1(c)(i)the interest rate on the Loan, the Borrower or the applicable Qualified Borrower shall deliver a Notice of Conversion/Continuation to Lender no later than 11:00 a.m. (New York time) on the Administrative Agent no proposed conversion date in the case of a conversion to the Base Rate, and not later than 11:00 a.m. (New York time) at least three (3) Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation datedate in the case of a conversion to, or a continuation of, the Eurodollar Rate. A Notice of Conversion/Conversion/ Continuation shall specify (Ai) the proposed conversion/continuation date (which shall be a Business Day), (Bii) the principal amount of the Loan to be converted/continued, (Ciii) whether such Loan shall be converted and/or continuedthe nature of the proposed conversion/continuation, and (Div) in the case of a conversion to, or continuation of, a the Eurodollar Rate LoanRate, the requested Eurodollar Interest Period. In lieu of delivering a the above-described Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Agent Lender telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii2.5(c); provided, if the Borrower confirms that such notice shall be confirmed in writing by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, Lender promptly (but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuationcontinuation under this Section 2.5(c). Notwithstanding the foregoing, if the Borrower has not provided the Lender with written notice that it wishes to convert or continue any portion of the Loan as permitted above, at the end of each Eurodollar Interest Period, interest shall continue to accrue at the Eurodollar Rate and the duration of the subsequent Eurodollar Interest Period with respect to the Loan shall be one (1) month, but in any event, not beyond that of the Maturity Date, and, in the event that the Maturity Date is less than one (1) month from the end of a Eurodollar Interest Period, the interest rate on the Loan shall automatically convert to the Base Rate as of the end of the current Eurodollar Interest Period. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan the interest rate (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. (i) The Borrower or the applicable Qualified Borrower shall have the option (A) to convert at any time all or any part of outstanding Base Rate Loans to Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans, Loans on such expiration date; and or (C) to continue all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 3,000,000 and in integral multiples of $100,000 500,000 in excess of that amount, except in the case of a conversion into or a continuation of an the entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. (New York time) at least three (3) Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation date. A Notice of Conversion/Continuation shall specify (A) the proposed conversion/continuation date (which shall be a Business Day), (B) the principal amount of the Loan to be converted/continued, (C) whether such Loan shall be converted and/or continued, and (D) in the case of a conversion to, or continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period. In lieu of delivering a Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar written form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Eurodollar Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar converted to a Base Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuingLoan.

Conversion or Continuation. (i) The Borrower or the applicable Qualified Borrower Borrowers shall have the option (A) to convert at any time all or any part of outstanding Base Rate Loans to Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans, on such expiration date; and (C) to continue all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified Borrower Borrowers shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. (New York time) at least three (3) Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation date. A Notice of Conversion/Continuation shall specify (A) the proposed conversion/continuation date (which shall be a Business Day), (B) the principal amount of the Loan to be converted/continued, (C) whether such Loan shall be converted and/or continued, and (D) in the case of a conversion to, or continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period. In lieu of delivering a Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower Borrowers may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms Borrowers confirm such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower Borrowers shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) daysone month; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. (i) The Borrower or Subject to the applicable Qualified Borrower provisions of subsection 2.6, Company shall have the option (Ai) to convert at any time all or any part of its outstanding Base Rate Term Loans or Revolving Loans equal to Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans, on such expiration date; and (C) to continue all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of amount from Loans bearing interest at a conversion into rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or continue any portion of such Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a Eurodollar Rate Loan; provided, however, that a Eurodollar Rate Loan under Section 5.1(c)(i), may only be converted into a Base Rate Loan on the Borrower or the expiration date of an Interest Period applicable Qualified Borrower thereto. Company shall deliver a Notice of Conversion/Continuation to the Chase Co-Administrative Agent no later than 11:00 a.m. 12:00 Noon (New York time) at least three (3) one Business Days Day in advance of the proposed conversion date (in the case of a Dollar denominated conversion to a Base Rate Loan), or four (4) and at least three Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation datedate (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (Ai) the proposed conversion/continuation date (which shall be a Business Day), (Bii) the principal amount and type of the Loan to be converted/continued, (Ciii) whether such Loan shall be converted and/or continuedthe nature of the proposed conversion/continuation, and (Div) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering a the above-described Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower Company may give the Chase Co-Administrative Agent telephonic notice by the required time of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the to Chase Co-Administrative Agent shall notify each Lender by facsimile transmission, on or other similar form of transmission, of before the proposed conversion/continuation date. Neither Chase Co-Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Chase Co-Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Any Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and the Borrower or the applicable Qualified Borrower Company shall be bound to convert effect a conversion or continue continuation in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. (i) The Borrower or Subject to the applicable Qualified Borrower provisions of subsection 2.6, the Company shall have the option (Ai) to convert at any time all or any part of its outstanding Term Loans (x) in a minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount with respect to conversions of Eurodollar Rate Loans to Base Rate Loans and (y) in a minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount with respect to conversions of Base Rate Loans to Eurodollar Rate Loans; or (Bii) upon the expiration of any Interest Period applicable to convert all or any part of outstanding a Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate LoansLoan, on such expiration date; and (C) to continue all or any part portion of outstanding such Term Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount as a Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration dateLoan; provided, however, no such outstanding Loan may be continued as, or be converted intosubject to subsection 2.6D, a Eurodollar Rate Loan (i) if may only be converted into a Base Rate Loan on the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of a conversion into or a continuation expiration date of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the Interest Period applicable Qualified Borrower thereto. The Company shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. 12:00 p.m. (New York time) at least one (1) Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan), and at least three (3) Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation datedate (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (Ai) the proposed conversion/continuation date (which shall be a Business Day), (Bii) the principal amount and type of the Term Loan to be converted/continued, (Ciii) whether such Loan shall be converted and/or continuedthe nature of the proposed conversion/continuation, and (Div) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Default or Event of Default has occurred and is continuing. In lieu of delivering a the above-described Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower Company may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of the a Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of before the proposed conversion/continuation date. Neither the Administrative Agent nor any Lender shall incur any liability to the Company in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Term Loans in accordance with this Agreement pursuant to any such telephonic notice the Company shall have effected a conversion or continuation, as the case may be, hereunder. Any Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower Company shall be bound to convert effect a conversion or continue continuation in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. (i) The Borrower or the applicable Qualified Borrower shall have the option (A) to convert at any time all or any part of outstanding Base Rate Loans to Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans, on such expiration date; and (C) to continue all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. (New York time) at least three (3) Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation date. A Notice of Conversion/Continuation shall specify (A) the proposed conversion/continuation date (which shall be a Business Day), (B) the principal amount of the Loan to be converted/continued, (C) whether such Loan shall be converted and/or continued, and (D) in the case of a conversion to, or continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period. In lieu of delivering a Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) daysone month; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. (ia) The Borrower or Subject to the applicable Qualified other provisions hereof, the Borrower shall have the option (Ai) to convert at any time all or any part of outstanding Base Rate Loans which comprise part of the same Borrowing to Eurodollar Rate Loans; , (Bii) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on comprise part of the same date Borrowing to Base Rate Loans, on such the expiration date; and date of the Interest Period applicable thereto, or (Ciii) to continue all or any part of outstanding Eurodollar Rate Loans having which comprise part of the same Borrowing as Eurodollar Loans for an additional Interest Periods which expire Period, on the same date as Eurodollar Rate Loans, and expiration of the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration dateapplicable thereto; provided, however, provided that no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, when any Default or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into . (b) In order to elect to convert or continuation of Eurodollar Rate Loans continue a Loan under this Section 5.1(c2.9, the Borrower shall deliver an irrevocable notice thereof (a "Notice of Conversion or Continuation") shall be in a minimum amount to the Agent no later than 12:00 Noon, Chicago time, (i) on the Business Day of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except the proposed conversion date in the case of a conversion into or to a continuation of an entire Borrowing of Non Pro Rata Loans. Base Rate Loan and (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. (New York time) at least three (3) Business Days (in advance of the proposed conversion or continuation date in the case of a Dollar denominated Loan)conversion to, or four (4) Business Days (in the case of an Alternative Currency a continuation of, a Eurodollar Loan) in advance of the proposed conversion/continuation date. A Notice of Conversion/Conversion or Continuation shall specify (Aw) the proposed conversion/requested conversion or continuation date (which shall be a Business Day), (Bx) the principal amount and Facility of the Loan to be converted/converted or continued, (Cy) whether such Loan shall be converted and/or continueda conversion or continuation is requested, and (Dz) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period. In lieu of delivering a Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Conversion or Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof2.9(b), the Administrative Agent shall notify provide each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuingcopy thereof.

Conversion or Continuation. (i) The Borrower or Subject to the applicable Qualified Borrower provisions of subsection 2.6, the Borrowers shall have the option (Ai) to convert at any time all or any part of its outstanding Base Rate Loans equal to $1,000,000 and integral multiples of $1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate LoansLoan, on such expiration date; and (C) to continue all or any part portion of outstanding such Loan equal to $1,000,000 and integral multiples of $1,000,000 in excess of that amount as a Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration dateLoan; provided, however, no such outstanding Loan may be continued as, or be converted into, that a Eurodollar Rate Loan (i) if may only be converted into a Base Rate Loan on the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of a conversion into or a continuation expiration date of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the Interest Period applicable Qualified Borrower thereto. Borrowers shall deliver a Notice of Conversion/Continuation Notice to the Administrative Agent no later than 11:00 a.m. 1:00 p.m. (New York City time) at least three (3) one Business Days Day in advance of the proposed conversion date (in the case of a Dollar denominated conversion to a Base Rate Loan), or four (4) and at least three Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation datedate (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation Notice shall specify (Ai) the proposed conversion/continuation date (which shall be a Business Day), (Bii) the principal amount and type of the Loan to be converted/continued, (Ciii) whether such Loan shall be converted and/or continuedthe nature of the proposed conversion/continuation, and (Div) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering a Notice of the above-described Conversion/ContinuationContinuation Notice, the Borrower or the applicable Qualified Borrower Borrowers may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a Conversion/Continuation Notice to the Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof)subsection 2.2D, the Administrative Agent shall notify promptly transmit such notice by telefacsimile or telephone to each Lender. Neither the Administrative Agent nor any Lender shall incur any liability to the Borrowers in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by facsimile transmission, a duly Authorized Officer or other similar form of transmission, Person authorized to act on behalf of the proposed conversion/Borrowers or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrowers shall have effected a conversion or continuation, as the case may be, hereunder. Any Notice of Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Conversion/Continuation Notice for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and the Borrower or the applicable Qualified Borrower Borrowers shall be bound to convert effect a conversion or continue continuation in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. (i) The Borrower or the applicable Qualified Borrower Borrowers shall have the option (A) to convert at any time all or any part of the outstanding Base Rate Loans to Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans, Loans on such expiration date; and or (C) to continue all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 4.02 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c4.01(c) shall be in a minimum amount of Five Hundred Thousand Dollars ($1,000,000 500,000) and in integral multiples of One Hundred Thousand Dollars ($100,000 100,000) in excess of that amount, except in the case of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i4.01(c)(i), the Borrower or the applicable Qualified Borrower Borrowers shall deliver a Notice of Conversion/Continuation to the Administrative Agent each Lender no later than 11:00 a.m. 12:00 noon (New York time) at least three two (32) Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation date. A Notice of Conversion/Continuation shall specify (A) the proposed conversion/continuation date (which shall be a Business Day), (B) the principal amount of the Loan to be converted/continued, (C) whether such Loan shall be converted and/or continued, continued and (D) in the case of a conversion to, or continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period. In lieu of delivering a Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower Borrowers may give the Administrative Agent each Lender telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii4.01(c)(ii), if the Borrower confirms and such notice by delivery of the Notice of Conversion/Continuation shall be confirmed in writing delivered to the Administrative Agent by facsimile transmission promptly, each Lender promptly (but in no event later than 3:00 5:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower Borrowers shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. (i) The Borrower or Subject to the applicable Qualified Borrower provisions of subsection 2.6, Borrowers shall have the option (Ai) to convert at any time all or any part of its outstanding Base Rate Loans equal to $3,000,000 and integral multiples of $1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate LoansLoan, on such expiration date; and (C) to continue all or any part portion of outstanding such Loan equal to $3,000,000 and integral multiples of $1,000,000 in excess of that amount as a Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration dateLoan; provided, however, no such outstanding Loan may be continued as, or be converted into, that a Eurodollar Rate Loan (i) if may only be converted into a Base Rate Loan on the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of a conversion into or a continuation expiration date of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the Interest Period applicable Qualified Borrower thereto. Borrowers shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. 10:00 A.M. (New York City time) at least three (3) one Business Days Day in advance of the proposed conversion date (in the case of a Dollar denominated conversion to a Base Rate Loan), or four (4) and at least three Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation datedate (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (Ai) the proposed conversion/continuation date (which shall be a Business Day), (Bii) the principal amount and type of the Loan to be converted/continued, (Ciii) whether such Loan shall be converted and/or continuedthe nature of the proposed conversion/continuation, and (Div) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering a the above-described Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower Borrowers may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii)subsection 2.2D, if the Borrower confirms Administrative Agent shall promptly transmit such notice by delivery telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Borrowers in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrowers or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the Notice of Conversion/Continuation applicable basis for determining the interest rate with respect to the Administrative Agent by facsimile transmission promptly, but any Loans in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under accordance with this Section 5.1(c)(ii) (or Agreement pursuant to any such telephonic notice Borrowers shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in lieu thereof)subsections 2.6B, the Administrative Agent shall notify each Lender by facsimile transmission2.6C and 2.6G, or other similar form of transmission, of the proposed conversion/continuation. Any a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and the Borrower or the applicable Qualified Borrower Borrowers shall be bound to convert effect a conversion or continue continuation in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. (i) The Borrower or the applicable Qualified Borrower shall have the option (A) to convert at any time all or any part of the outstanding Base Rate Loans (other than Swing Loans) to Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans, Loans on such expiration date; and or (C) to continue all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 4.02 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c4.01(c) shall be in a minimum amount of $1,000,000 5,000,000 and in integral multiples of $100,000 1,000,000 in excess of that amount, except in the case of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i4.01(c)(i), the Borrower or the applicable Qualified Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. 1:00 p.m. (New York time) at least three (3) Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation date. A Notice of Conversion/Continuation shall specify (A) the proposed conversion/continuation date (which shall be a Business Day), (B) the principal amount of the Loan to be converted/continued, (C) whether such Loan shall be converted and/or continued, continued and (D) in the case of a conversion to, or continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period. In lieu of delivering a Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii4.01(c)(ii), if the Borrower confirms and such notice by delivery of the Notice of Conversion/Continuation shall be confirmed in writing delivered to the Administrative Agent by facsimile transmission promptly, promptly (but in no event later than 3:00 5:00 p.m. (New York time) on the same day). Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii4.01(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmissiontelex or facsimile, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. (i) The Borrower or Subject to the applicable Qualified provisions of ----------------------------- Sections 2.06 and 2.07, the Borrower shall have the option (A) to convert at -------------- ---- any time all or any part of outstanding Loans which comprise part of the same Borrowing and which, in the aggregate, equal $1,000,000 or an integral multiple of $1,000,000 in excess of such amount from Base Rate Loans to Eurodollar Rate Loans; or (B) to convert all or any part of outstanding Loans which, in the aggregate, equal $1,000,000 or an integral multiple of $1,000,000 in excess of that amount from Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate LoansLoans on the expiration date of any Interest Period applicable thereto, on such expiration dateprovided the remaining amount of Eurodollar Rate Loans with the same Interest Period shall not be less than $1,000,000; and or (C) upon the expiration of any Interest Period applicable to a Borrowing of Eurodollar Rate Loans, to continue all or any part portion of outstanding Eurodollar Rate such Loans having Eurodollar Interest Periods which expire on the same date equal to $1,000,000 or an integral multiple of $1,000,000 in excess of such amount as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such the expiration datedate of the Interest Period applicable thereto; provided, however, provided that no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate when any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To In the event the Borrower shall elect to convert or continue a Loan under this Section 5.1(c)(i2.02(c), the Borrower or the applicable Qualified Borrower shall deliver a an irrevocable ---------------- Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. (New York time) at least three (3) Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/conversion date or date of continuation date. A Notice of Conversion/Continuation shall specify (A) the proposed conversion/continuation date (which shall be a Business Day), (B) the principal amount of the Loan to be converted/continued, (C) whether such Loan shall be converted and/or continued, and (D) in the case of a conversion to, or continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period. In lieu of delivering a Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.Eurodollar

Conversion or Continuation. (i) The Borrower or Subject to the applicable Qualified provisions of Sections 2.07 and 2.08, the Borrower shall have the option (A) to convert at any time all or any part of outstanding Loans which comprise part of the same Borrowing and which, in the aggregate, equal $1,000,000 or an integral multiple of $1,000,000 in excess of such amount from Base Rate Loans to Eurodollar Rate Loans; or (B) to convert all or any part of outstanding Loans which, in the aggregate, equal $1,000,000 or an integral multiple of $1,000,000 in excess of that amount from Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate LoansLoans on the expiration date of any Interest Period applicable thereto, on such expiration dateprovided the remaining amount of Eurodollar Rate Loans with the same interest period shall not be less than $1,000,000; and or (C) upon the expiration of any Interest Period applicable to a Borrowing of Eurodollar Rate Loans, to continue all or any part portion of outstanding Eurodollar Rate such Loans having Eurodollar Interest Periods which expire on the same date equal to $1,000,000 or an integral multiple of $1,000,000 in excess of such amount as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such the expiration datedate of the Interest Period applicable thereto; provided, however, provided that no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate when any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To In the event the Borrower shall elect to convert or continue a Loan under this Section 5.1(c)(i2.03(c), the Borrower or the applicable Qualified Borrower shall deliver a an irrevocable Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. (New York time) at least three (3) Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation dateconversion date or date of continuation. A Notice of Conversion/Continuation shall specify (Aw) the proposed conversion/continuation date (which shall be a Business Day), (Bx) the principal amount of the Loan to be converted/continued, (Cy) whether such Loan shall be converted and/or continuedthe nature of the proposed conversion/continuation, and (Dz) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period. In lieu of delivering a the above-described Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii2.03(c), if the Borrower confirms ; provided that such notice shall be confirmed immediately by delivery to the Agent by facsimile of the a Notice of Conversion/Continuation Continuation. No failure of the Borrower to the Administrative Agent confirm any telephonic notice by facsimile transmission promptly, but shall impair or in no event later than 3:00 p.m. (New York time) on any way limit the same dayBorrower's obligations with respect to such Loans. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii2.03(c) (or telephonic notice in lieu thereofthereof immediately confirmed by facsimile), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. . (iii) Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, irrevocable and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. (i) The Borrower or Subject to the applicable Qualified Borrower provisions of Section 2.07, the Company shall have the option (Ai) to convert at any time all or any part of outstanding Loans which comprise part of the same Borrowing and which, in the aggregate, equal $2,500,000 or an integral multiple of $2,500,000 in excess of that amount from Base Rate Loans to Eurodollar Rate Loans; or (Bii) to convert all or any part of outstanding Loans which comprise part of the same Borrowing and which, in the aggregate, equal $2,500,000 or an integral multiple of $2,500,000 in excess of that amount from Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans on the expiration date of any Eurodollar Interest Period applicable thereto; or (iii) upon the expiration of any Eurodollar Interest Period applicable to Borrowing of Eurodollar Rate Loans, on such expiration date; and (C) to continue all or any part portion of outstanding such Loans equal to $2,500,000 or an integral multiple of $2,500,000 in excess of that amount as Eurodollar Rate Loans having Eurodollar Interest Periods which expire on of the same date as Eurodollar Rate Loanstype, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such the expiration datedate of the Eurodollar Interest Period applicable thereto; provided, however, that no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, when any Event or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) In the event the Company shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To elect to convert or continue a Loan under this Section 5.1(c)(i2.03(c), the Borrower or the applicable Qualified Borrower Company shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. (New York time) on the proposed conversion date in the case of a conversion to a Base Rate Loan, and not later than 11:00 a.m. (New York time) at least three (3) Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation datedate in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan. A Notice of Conversion/Conversion/ Continuation shall specify (Ai) the proposed conversion/continuation date (which shall be a Business Day), (Bii) the principal amount of the Loan to be converted/continued, (Ciii) whether such Loan shall be converted and/or continuedthe nature of the proposed conversion/continuation, and (Div) in the case of a conversion to, or continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period. In lieu of delivering a the above-described Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower Company may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii2.03(c); provided, if the Borrower confirms that such notice shall be confirmed in writing by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, promptly (but in no event later than 3:00 p.m. (New York time) on the same dayproposed conversion/continuation under this Section 2.03(c). Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii2.03(c) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Senior Lender by facsimile transmissiontelex, telecopy, telegram, telephone or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, irrevocable and the Borrower or the applicable Qualified Borrower Company shall be bound to convert or continue such Loan in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. (i) The Borrower or Subject to the applicable Qualified Borrower provisions of subsection 2.6, Company shall have the option (Ai) to convert at any time all or any part of its outstanding Base Rate Term Loans or Revolving Loans equal to $1,000,000 and integral multiples of $1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate LoansLoan, on such expiration date; and (C) to continue all or any part portion of outstanding such Loan equal to $2,500,000 and integral multiples of $1,000,000 in excess of that amount as a Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration dateLoan; provided, however, no such outstanding Loan may be continued as, or be converted into, that a -------- ------- Eurodollar Rate Loan (i) if may only be converted into a Base Rate Loan on the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of a conversion into or a continuation expiration date of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the Interest Period applicable Qualified Borrower thereto. Company shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. A.M. (New York City time) at least three (3) one Business Days Day in advance of the proposed conversion date (in the case of a Dollar denominated conversion to a Base Rate Loan), or four (4) and at least three Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation datedate (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (Ai) the proposed conversion/continuation date (which shall be a Business Day), (Bii) the principal amount and type of the Loan to be converted/continued, (Ciii) whether such Loan shall be converted and/or continuedthe nature of the proposed conversion/continuation, and (Div) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering a the above-described Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower Company may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in -------- writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii)subsection 2.2D, if the Borrower confirms Administrative Agent shall promptly transmit such notice by delivery telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the Notice of Conversion/Continuation applicable basis for determining the interest rate with respect to the Administrative Agent by facsimile transmission promptly, but any Loans in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under accordance with this Section 5.1(c)(ii) (or Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in lieu thereof)subsections 2.6B, the Administrative Agent shall notify each Lender by facsimile transmission2.6C and 2.6G, or other similar form of transmission, of the proposed conversion/continuation. Any a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and the Borrower or the applicable Qualified Borrower Company shall be bound to convert effect a conversion or continue continuation in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. (ia) The Borrower or the applicable Qualified Borrower Company shall have the option (A) to convert at any time all or any part of outstanding Base Floating Rate Loans to Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Floating Rate Loans, Loans on such expiration date; and or (C) to continue all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 this Agreement or (ii) if an Event of a Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) 2.6 shall be in a minimum amount of $1,000,000 10,000,000 and in integral multiples of $100,000 1,000,000 in excess of that amount, except in the case of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans. (iib) To convert or continue a Loan under Section 5.1(c)(i2.6(a), the Borrower or the applicable Qualified Borrower Company shall deliver an irrevocable notice (a Notice of "Conversion/Continuation continuation Notice") to the Administrative Agent no later than 11:00 a.m. (New York time) at least three (3) Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversionConversion/continuation date. A Notice of Conversion/Continuation Notice shall specify (A) the proposed conversion/continuation date (which shall be a Business Day), (B) the principal amount of the Loan to be converted/continued, (C) whether such Loan shall be converted and/or continued, and (D) in the case of a conversion to, or continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period. In lieu of delivering a Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation Notice under this Section 5.1(c)(ii2.6(b) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender Bank by facsimile transmissiontelex or telecopy, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation Notice for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower Company shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. (i) The Borrower or the applicable Qualified Borrower shall have the option (A) to convert at any time all or any part of outstanding Base Rate Loans to Eurodollar LIBOR Rate Loans; (B) to convert all or any part of outstanding Eurodollar LIBOR Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans, Loans on such expiration date; and or (C) to continue all or any part of outstanding Eurodollar Eurocurrency Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar the Eurocurrency Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans Loans, shall commence on such expiration date; providedPROVIDED, howeverHOWEVER, no such outstanding Loan may be continued asas a Eurocurrency Rate Loan, or be converted into, a Eurodollar LIBOR Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 SECTION 4.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into a LIBOR Rate Loan or continuation of Eurodollar Eurocurrency Rate Loans under this Section 5.1(cSECTION 4.1(c) shall be in a minimum amount of $2,000,000 ($1,000,000 in the case of a Loan denominated in an Optional Currency) and in integral multiples of $100,000 1,000,000 ($500,000 in the case of a Loan denominated in an Optional Currency) in excess of that amount, except in the case of a conversion into or a continuation of an entire Borrowing of Non Pro Rata LoansLoans outstanding at any one time. (ii) To convert or continue a Loan under Section 5.1(c)(iSECTION 4.1(c)(i), the Borrower or the applicable Qualified Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. (New York Boston time) at least three (3) Business Days (for Loans denominated in the case of a Dollar denominated Loan), Dollars) or four (4) (for Loans denominated in Optional Currency) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation date. A Notice of Conversion/Continuation shall specify (A) the proposed conversion/continuation date (which shall be a Business Day), (B) the principal amount of the Loan to be converted/continued, (C) whether such Loan shall be converted and/or continued, and (D) in the case of a conversion to, to a LIBOR Rate Loan or continuation of, of a Eurodollar Eurocurrency Rate Loan, the requested Eurodollar Interest Period. In lieu of delivering a Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(iiSECTION 4.1(c)(ii), if the 45 Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 12:00 p.m. (New York Boston time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(iiSECTION 4.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(iiSECTION 4.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified at least three (3) (for Loans denominated in this Section 5.1(c)(iiDollars) or four (4) (for Loans denominated in Optional Currency) Business Days in advance of the proposed conversion/continuation date with respect to outstanding Eurodollar Eurocurrency Rate Loans, upon then (a) as to Eurocurrency Rate Loans denominated in an Optional Currency, the expiration Borrower shall repay such Eurocurrency Rate Loans at the end of such Interest Period, and (b) as to Eurocurrency Rate Loans denominated in Dollars, such Eurocurrency Rate Loan shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period applicable relating thereto. If on any day any Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Agent in accordance with the terms of this Agreement specifying the basis for determining the rate of interest on that day, then the Borrower shall be deemed to have submitted a Notice of Conversion/Continuation with respect to the full amount of such Loans Eurocurrency Loan requesting a Base Rate Loan. The Administrative Agent shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30notify the Lenders promptly when any such automatic conversion contemplated by this SECTION 4.1(c)(i) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuingscheduled to occur.

Conversion or Continuation. (i) The Borrower or Subject to the applicable Qualified provisions of subsection 2.6 and subsection 2.7, each Borrower shall have the option (Ai) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans (a) that are Base Rate Loans equal to Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans, on such expiration date; $3,000.000 and (C) to continue all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amountamount to LIBOR Loans, except (b) that are LIBOR Loans equal to $500,000 and multiples of $500,000 in excess of that amount to Base Rate Loans, or (ii) upon the expiration of any Interest Period applicable to a LIBOR Loan, to continue all or any portion of such Loan (a) equal to $3,000,000 and multiples of $100,000 in excess of that amount as a LIBOR Loan or (b) equal to $3,000,000 and multiples of 100,000 in excess of that amount as an Offshore Currency Loan. (i) at least one Business Day in advance of the proposed conversion date (in the case of a conversion into or to a continuation of an entire Borrowing of Non Pro Rata Loans. Base Rate Loan), (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. (New York time) at least three (3) Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation datedate (in the case of a conversion to, or a continuation of, a LIBOR Loan payable in dollars) and (iii) at least five Business Days in advance of a proposed continuation date (in the case of a continuation of an Offshore Currency Loan). A Notice of Conversion/Continuation shall specify (AI) the proposed conversion/conversion continuation date (which shall be a Business Day), (BII) the principal amount and type of the Loan to be converted/continued, (CIII) whether such Loan shall be converted and/or continuedthe nature of the proposed conversion/continuation, and (DIV) in the case of a conversion to, or a continuation of, a Eurodollar Rate LIBOR Loan, the requested Eurodollar Interest Period, (V) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing and (VI) in the case of a continuation of an Offshore Currency Loan, the applicable Offshore Currency. In lieu of delivering a the above-described Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent; provided further that if at any time the aggregate amount of LIBOR Loans denominated in Dollars is reduced by payment, prepayment, or conversion of part thereof to less than $3,000,000, such LIBOR Loans denominated in Dollars shall automatically convert into Base Rate Loans, and on and after such date the right of any Borrower to continue such Loans and convert such Loans into LIBOR Loans shall terminate and such LIBOR Loans shall become due and payable on the last day of the then current Interest Period and the right of such Borrower to continue such Loans shall terminate. Upon receipt of written or telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii)subsection 2.2D, if the Borrower confirms Administrative Agent shall promptly transmit such notice by delivery telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Borrowers in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of such Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the Notice of Conversion/Continuation applicable basis for determining the interest rate with respect to the Administrative Agent by facsimile transmission promptly, but any Loans in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under accordance with this Section 5.1(c)(ii) (or Agreement pursuant to any such telephonic notice such Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in lieu thereof)subsections 2.6B, the Administrative Agent shall notify each Lender by facsimile transmission2.6C and 2.6G, or other similar form of transmission, of the proposed conversion/continuation. Any a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and the Borrower or the applicable Qualified Borrower shall be bound to convert effect a conversion or continue continuation in accordance therewith. In the event no Except as otherwise provided in subsection 2.7, a Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued asfor conversion to, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, an Offshore Currency Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after [four] Business Days prior to the related Funding Date, and the applicable Borrower shall be bound to effect a conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuingcontinuation in accordance therewith.

Conversion or Continuation. (i) The Borrower or Subject to the applicable Qualified provisions of Section 2.6., each Borrower shall have the option (Ai) to convert at any time all or any part of its outstanding Base Rate Loans equal to (a) in the case of a Term Loan, $5,000,000 and integral multiples of $1,000,000 in excess of that amount from Term Loans bearing interest at a rate determined by reference to one basis to Term Loans bearing interest at a rate determined by reference to an alternative basis, or (b) in the case of a Revolving Loan, $1,000,000 and integral multiples of $200,000 in excess of that amount from Revolving Loans bearing interest at a rate determined by reference to one basis to Revolving Loans bearing interest at a rate determined by reference to an alternative basis or, or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate LoansLoan, on such expiration date; and (C) to continue all or any part portion of outstanding such Loan equal to (x) in the case of a Term Loan, $5,000,000 and integral multiples of $1,000,000 in excess of that amount as a Eurodollar Rate Loans having Eurodollar Interest Periods which expire on Loan, or (y) in the same date case of a Revolving Loan, $1,000,000 and integral multiples of $200,000 in excess of that amount as a Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration dateLoan; provided, however, no such outstanding Loan may be continued as, or be converted into, that a Eurodollar Rate Loan (i) if may only be converted into a Base Rate Loan on the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of a conversion into or a continuation expiration date of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the Interest Period applicable Qualified thereto. The applicable Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. 10:00 A.M. (New York City time) at least three (3) one Business Days Day in advance of the proposed conversion date (in the case of a Dollar denominated conversion to a Base Rate Loan), or four (4) and at least three Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation datedate (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (Ai) the proposed conversion/continuation date (which shall be a Business Day), (Bii) the principal amount and type of the Loan to be converted/continued, (Ciii) whether such Loan shall be converted and/or continuedthe nature of the proposed conversion/continuation, and (Div) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering a Notice of Conversion/ContinuationFurther, the submission by any Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof)shall constitute a re-certification by such Borrower, as of the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, date of the proposed conversion/continuation, as to the matters to which such Borrower certified to in the applicable Loan/Letter of Credit Request and Loan/Letter of Credit Certificate. Any Except as otherwise provided in Sections 2.6.B. and 2.6.C., a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and the Borrower or the applicable Qualified Borrower shall be bound to convert effect a conversion or continue continuation in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. (i) The Borrower or Subject to the applicable Qualified Borrower provisions of Section 2.6, Borrowers shall have the option (Ai) to convert at any time all or any part of its outstanding Base Rate Loans equal to $1,000,000 and integral multiples of $500,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate LoansLoan, on such expiration date; and (C) to continue all or any part portion of outstanding such Loan equal to $1,000,000 and integral multiples of $500,000 in excess of that amount as a Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration dateLoan; provided, however, no such outstanding Loan may be continued as, or be converted into, that a Eurodollar Rate Loan (i) if may only be converted into a Base Rate Loan on the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of a conversion into or a continuation expiration date of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the Interest Period applicable Qualified Borrower thereto. Borrowers shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. 10:00 A.M. (New York City time) at least three (3) one Business Days Day in advance of the proposed conversion date (in the case of a Dollar denominated conversion to a Base Rate Loan), or four (4) and at least three Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation datedate (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (Ai) the proposed conversion/continuation date (which shall be a Business Day), (Bii) the principal amount of the Loan to be converted/continued, (Ciii) whether such Loan shall be converted and/or continuedthe nature of the proposed conversion/continuation, and (Div) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Default or Event of Default has occurred and is continuing. In lieu of delivering a the above-described Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower Borrowers may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii2.2(d), if the Borrower confirms ; provided that such notice shall be promptly confirmed in writing by delivery of the a Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on or before the same dayproposed conversion/continuation date. Promptly after Upon receipt of a Notice written or telephonic notice of Conversionany proposed conversion/Continuation continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof2.2(d), the Administrative Agent shall notify promptly transmit such notice by telefacsimile or telephone to each Lender. Neither the Administrative Agent nor any Lender shall incur any liability to Borrowers in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to be genuine and to have been given by facsimile transmission, a duly authorized officer or other similar form person authorized to act on behalf of transmissionBorrowers or for otherwise acting in good faith under this Section 2.2(d), and upon conversion or continuation of the proposed conversion/applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrowers shall have effected a conversion or continuation, as the case may be, hereunder. Any Except as otherwise provided in Sections 2.6(b), 2.6(c) and 2.6G(g), a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and the Borrower or the applicable Qualified Borrower Borrowers shall be bound to convert effect a conversion or continue continuation in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as , unless Borrowers pay all costs and when specified in this expenses payable under Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing2.6(d).

Conversion or Continuation. (i) The Borrower or the applicable Qualified Borrower shall have the option (A) to convert at any time all or any part of outstanding Base Rate Loans to Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans, on such expiration date; and (C) to continue all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. (New York time) at least three (3) Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation date. A Notice of Conversion/Continuation Continuation< (whether telephonic or written)> shall specify (A) the proposed conversion/continuation date (which shall be a Business Day), (B) the principal amount of the Loan to be converted/continued, (C) whether such Loan shall be converted and/or continued, and (D) in the case of a conversion to, or continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period. In lieu of delivering a Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly<immediately>, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) daysone month; provided, however, no such outstanding Loan may be continued as, or be converted into, into,<to> a Eurodollar Eurodollar<Base> Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. (i) The Borrower or Subject to the provisions of subsection 2.6 and subsection 2.1E(ii), the applicable Qualified Borrower shall have the option (Ai) to convert at any time all or any part of its outstanding Base Rate Term Loans or Revolving Loans equal to $10,000,000 and integral multiples of $1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loans; Loan to a Domestic Borrower, to continue all or any portion of such Eurodollar Rate Loan equal to $10,000,000 and integral multiples of $1,000,000 in excess of that amount as a Eurodollar Rate Loan, (Biii) to convert at any time all or any part of its outstanding Offshore Revolving Loans equal to $5,000,000 and integral multiples of $1,000,000, from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, or (iv) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate LoansLoan, on such expiration date; and (C) to continue as a Eurodollar Rate Loan all or any part portion of outstanding such Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate LoansLoan equal to $5,000,000 and integral multiples of $1,000,000, and the succeeding Eurodollar Interest Period(s) of such continued Loan shall commence on the last day of the Interest Period of such continued Loans shall commence on such expiration date; the Loan to be continued, provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan, on the expiration date of an Interest Period applicable thereto; and provided, further, that, unless Requisite Lenders otherwise agree, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate when any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the The applicable Qualified Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. 12:00 Noon (New York time) at least three (3) one Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) Day in advance of the proposed conversion/continuation datedate (in the case of a conversion to a Base Rate Loan) or three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (Ai) the proposed conversion/continuation date (which shall be a Business Day), (Bii) the principal amount and Type of the Loan to be converted/continued, (Ciii) whether such Loan shall be converted and/or continued, the nature of the proposed conversion/continuation and (Div) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period. In lieu of delivering a the above described Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the to Administrative Agent shall notify each Lender by facsimile transmission, on or other similar form of transmission, of before the proposed conversion/continuation date. Administrative Agent shall not incur any liability to any Loan Party in acting upon any telephonic notice referred to above which Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of a Borrower in connection with any telephonic notice referred to above or for otherwise acting in good faith under this subsection 2.2D and upon conversion/continuation by Administrative Agent in accordance with this Agreement pursuant to any telephonic notice, such Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Any Except as provided in subsection 2.6D, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and upon delivering a Notice of Conversion/Continuation, the Borrower or relevant Borrower, as the applicable Qualified Borrower case may be, shall be bound to convert or continue in accordance therewith. In , unless such Borrower pays to Lenders such amounts as may be due under subsection 2.6E for failure of a conversion to or continuation of any Eurodollar Rate Loan to occur on the event no date specified therefor in a Notice of Conversion/Continuation is delivered as and when specified (or telephonic notice in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuinglieu thereof).

Conversion or Continuation. (i) The Borrower or the applicable Qualified Borrower shall have the -------------------------- option (A) to convert at any time all or any part of the outstanding Base Rate Loans (other than Swing Loans) to Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans, Loans on such expiration date; and or (C) to continue all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; provided, however, no such outstanding -------- ------- Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 4.02 or (ii) if an Event of Default or a Potential Event of Default would occur or has ------------ occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c4.01(c) shall be in a minimum amount of $1,000,000 5,000,000 --------------- and in integral multiples of $100,000 1,000,000 in excess of that amount, except in the case of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i4.01(c)(i), the Borrower or the applicable Qualified ------------------ Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. 1:00 p.m. (New York time) at least three (3) Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation date. A Notice of Conversion/Continuation shall specify (A) the proposed conversion/continuation date (which shall be a Business Day), (B) the principal amount of the Loan to be converted/continued, (C) whether such Loan shall be converted and/or continued, continued and (D) in the case of a conversion to, or continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period. In lieu of delivering a Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii4.01(c)(ii), if the Borrower confirms and such notice by delivery of the Notice of Conversion/Continuation shall be ------------------- confirmed in writing delivered to the Administrative Agent by facsimile transmission promptly, promptly (but in no event later than 3:00 5:00 p.m. (New York time) on the same day). Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii4.01(c)(ii) ------------------- (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmissiontelex or facsimile, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. (i) The Borrower or Subject to the applicable Qualified provisions of subsection 2.6, the Borrower shall have the option (Ai) to convert at any time all or any part of its outstanding Base Rate Loans equal to $3,000,000 (or $1,000,000 in the case of Revolving Loans) and integral multiples of $1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loans; (B) to convert all Loan or any part of outstanding Eurodollar HIBOR Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate LoansLoan, on such expiration date; and (C) to continue all or any part portion of outstanding such Loan equal to $3,000,000 and integral multiples of $1,000,000 in excess of that amount as a Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Loan or HIBOR Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration dateLoan; provided, however, no such outstanding Loan may be continued as, or be converted into, that a Eurodollar Rate Loan (i) if or HIBOR Rate Loan may only be converted into a Base Rate Loan on the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of a conversion into or a continuation expiration date of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the Interest Period applicable Qualified thereto. The Borrower shall deliver a Notice of Conversion/Continuation Notice to the Administrative Agent no later than 11:00 a.m. 1:00 p.m. (New York Eastern time) at least three (3) one Business Days Day in advance of the proposed conversion date (in the case of a Dollar denominated conversion to a Base Rate Loan), or four (4) and at least five Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation datedate (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan or HIBOR Rate Loan). A Notice of Conversion/Continuation Notice shall specify (Ai) the proposed conversion/continuation date (which shall be a Business Day), (Bii) the principal amount and type of the Loan to be converted/continued, (Ciii) whether such Loan shall be converted and/or continuedthe nature of the proposed conversion/continuation, and (Div) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan or HIBOR Rate Loan, the requested Eurodollar Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan or HIBOR Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering a Notice of the above-described Conversion/ContinuationContinuation Notice, the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of the Notice of a Conversion/Continuation Notice to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on or before the same dayproposed conversion/continuation date. Promptly after Upon receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (written or telephonic notice in lieu thereof)of any proposed conversion/continuation under this subsection 2.2D, the Administrative Agent shall notify promptly transmit such notice by telefacsimile or telephone to each Lender. Neither the Administrative Agent nor any Lender shall incur any liability to the Borrower in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by facsimile transmission, a duly authorized officer or other similar form of transmission, Person authorized to act on behalf of the proposed conversion/Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice the Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Any Notice of Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Conversion/Continuation Notice for conversion to, or continuation of, a Eurodollar Rate Loan or a HIBOR Rate Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and the Borrower or the applicable Qualified Borrower shall be bound to convert effect a conversion or continue continuation in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. (i) The Borrower or Subject to the applicable Qualified Borrower provisions of subsection 2.6, Company shall have the option (Ai) to convert at any time all or any part of its outstanding Base Rate Tranche A Term Loans, AXELs Series B or Revolving Loans equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate LoansLoan, on such expiration date; and (C) to continue all or any part portion of outstanding such Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount as a Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration dateLoan; provided, however, no such outstanding Loan may be continued as, or be converted into, that a Eurodollar Rate Loan (i) if may only be converted into a Base Rate Loan on the continuation ofexpiration date of an Interest Period applicable thereto; provided further, however, that no Loan may be made as or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or converted into a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in Loan during the case of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified Borrower Initial Period. Company shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. 10:00 A.M. (New York Toronto time) at least three (3) one Business Days Day in advance of the proposed conversion date (in the case of a Dollar denominated conversion to a Base Rate Loan), or four (4) and at least three Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation datedate (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (Ai) the proposed conversion/continuation date (which shall be a Business Day), (Bii) the principal amount and type of the Loan to be converted/continued, (Ciii) whether such Loan shall be converted and/or continuedthe nature of the proposed conversion/continuation, and (Div) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering a the above-described Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower Company may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii)subsection 2.2D, if the Borrower confirms Administrative Agent shall promptly transmit such notice by delivery telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the Notice of Conversion/Continuation applicable basis for determining the interest rate with respect to the Administrative Agent by facsimile transmission promptly, but any Loans in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under accordance with this Section 5.1(c)(ii) (or Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in lieu thereof)subsections 2.6B, the Administrative Agent shall notify each Lender by facsimile transmission2.6C and 2.6G, or other similar form of transmission, of the proposed conversion/continuation. Any a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and the Borrower or the applicable Qualified Borrower Company shall be bound to convert effect a conversion or continue continuation in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. (i) The Borrower or Subject to the applicable Qualified provisions of subsection 2.6, Borrower shall have the option (Ai) to convert at any time all or any part of its outstanding Base Rate Tranche A Term Loans, Tranche B Term Loans or Revolving Loans equal to $1,000,000 and integral multiples of $500,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate LoansLoan, on such expiration date; and (C) to continue all or any part portion of outstanding such Loan equal to $1,000,000 and integral multiples of $500,000 in excess of that amount as a Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate LoansLoan; PROVIDED, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; providedHOWEVER, however, no such outstanding Loan may be continued as, or be converted into, that a Eurodollar Rate Loan (i) if may only be converted into a Base Rate Loan on the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of a conversion into or a continuation expiration date of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the Interest Period applicable Qualified thereto. Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. 12:00 Noon (New York City time) at least three (3) one Business Days Day in advance of the proposed conversion date (in the case of a Dollar denominated conversion to a Base Rate Loan), or four (4) and at least three Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation datedate (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (Ai) the proposed conversion/continuation date (which shall be a Business Day), (Bii) the principal amount and type of the Loan to be converted/continued, (Ciii) whether such Loan shall be converted and/or continuedthe nature of the proposed conversion/continuation, and (Div) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering a the above-described Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii)subsection 2.2D, if the Borrower confirms Administrative Agent shall promptly transmit such notice by delivery telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the Notice of Conversion/Continuation applicable basis for determining the interest rate with respect to the Administrative Agent by facsimile transmission promptly, but any Loans in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under accordance with this Section 5.1(c)(ii) (or Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in lieu thereof)subsections 2.6B, the Administrative Agent shall notify each Lender by facsimile transmission2.6C and 2.6G, or other similar form of transmission, of the proposed conversion/continuation. Any a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and the Borrower or the applicable Qualified Borrower shall be bound to convert effect a conversion or continue continuation in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. (i) The Borrower or Subject to the applicable Qualified Borrower provisions of subsection 2.6, Company shall have the option (Ai) to convert at any time all or any part of its outstanding Base Rate Acquisition Loans or Term Loan or Revolving Loans equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to the alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate LoansLoan, on such expiration date; and (C) to continue all or any part portion of outstanding such Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount as a Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration dateLoan; provided, however, no such outstanding Loan may be continued as, or be converted into, that (y) a Eurodollar Rate Loan may only be converted --------- ------- into a Base Rate Loan on the expiration date of an Interest Period applicable thereto and (iz) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or no Loan may be converted from a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Base Rate Loan to Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in Loan during the case of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified Borrower Initial Period. Company shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. 12:00 Noon (New York time) at least three (3) one Business Days Day in advance of the proposed conversion date (in the case of a Dollar denominated conversion to a Base Rate Loan), or four (4) and at least three Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation datedate (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (Ai) the proposed conversion/continuation date (which shall be a Business Day), (Bii) the principal amount and type of the Loan to be converted/continued, (Ciii) whether such Loan shall be converted and/or continuedthe nature of the proposed conversion/continuation, and (Div) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering a the above-described Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower Company may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms subsection 2.2D; provided that such notice shall be promptly confirmed in -------- writing by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the to Administrative Agent shall notify each Lender by facsimile transmission, on or other similar form of transmission, of before the proposed conversion/continuation date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Any Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and the Borrower or the applicable Qualified Borrower Company shall be bound to convert effect a conversion or continue continuation in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. (i) The Borrower or Subject to the applicable Qualified Borrower provisions of subsection 2.6, Company shall have the option (Ai) to convert at any time all or any part of its outstanding Base Rate Term Loans or Revolving Loans equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate LoansLoan, on such expiration date; and (C) to continue all or any part portion of outstanding such Loan equal to $5,000,000 and integral multiples of $10,000 in excess of that amount as a Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration dateLoan; provided, however, no such outstanding Loan may be continued as, or be converted into, that a Eurodollar Rate Loan (i) if may only be converted into a Base Rate Loan on the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of a conversion into or a continuation expiration date of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the Interest Period applicable Qualified Borrower thereto. Company shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. 9:00 A.M. (New York San Francisco time) at least three (3) one Business Days Day in advance of the proposed conversion date (in the case of a Dollar denominated conversion to a Base Rate Loan), or four (4) and at least three Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation datedate (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (Ai) the proposed conversion/continuation date (which shall be a Business Day), (Bii) the principal amount and type of the Loan to be converted/continued, (Ciii) whether such Loan shall be converted and/or continuedthe nature of the proposed conversion/continuation, and (Div) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering a the above-described Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower Company may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii)subsection 2.2D, if the Borrower confirms Administrative Agent shall promptly transmit such notice by delivery telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the Notice of Conversion/Continuation applicable basis for determining the interest rate with respect to the Administrative Agent by facsimile transmission promptly, but any Loans in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under accordance with this Section 5.1(c)(ii) (or Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in lieu thereof)subsections 2.6B, the Administrative Agent shall notify each Lender by facsimile transmission2.6C and 2.6G, or other similar form of transmission, of the proposed conversion/continuation. Any a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and the Borrower or the applicable Qualified Borrower Company shall be bound to convert effect a conversion or continue continuation in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. (i) The Borrower or Subject to the applicable Qualified Borrower provisions of subsection 2.6, Company shall have the option (Ai) to convert at any time all or any part of its outstanding Base Rate Loans AXELs equal to Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans, on such expiration date; and (C) to continue all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of a conversion into amount from Base Rate AXELs to Eurodollar Rate AXELs or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To to convert at any time all or any part of its outstanding AXELs equal to $100,000 and integral multiples of $100,000 in excess of that amount from Eurodollar Rate AXELs to Base Rate AXELs upon the expiration of any Interest Period applicable to a Eurodollar Rate AXEL, to continue all or any portion of such Eurodollar Rate AXEL equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a Loan under Section 5.1(c)(i)Eurodollar Rate AXEL; provided, however, that a Eurodollar Rate AXEL may only be converted into a Base Rate AXEL on the Borrower or the expiration date of an Interest Period applicable Qualified Borrower thereto. Company shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. 10:00 A.M. (New York City time) at least three (3) one Business Days Day in advance of the proposed conversion date (in the case of a Dollar denominated Loan), or four (4conversion to a Base Rate AXEL) and at least three Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation datedate (in the case of a conversion to, or a continuation of, a Eurodollar Rate AXEL). A Notice of Conversion/Continuation shall specify (Ai) the proposed conversion/continuation date (which shall be a Business Day), (Bii) the principal amount of the Loan to be converted/continued, (Ciii) whether such Loan shall be converted and/or continuedthe nature of the proposed conversion/continuation, and (Div) in the case of a conversion to, or a continuation of, a Eurodollar Rate LoanAXEL, the requested Eurodollar Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate AXEL, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering a the above-described Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower Company may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii)subsection 2.2D, if the Borrower confirms Administrative Agent shall promptly transmit such notice by delivery telefacsimile or telephone to each Lender. AXEL CREDIT AGREEMENT EXECUTION 42 49 Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the Notice of Conversion/Continuation applicable basis for determining the interest rate with respect to the Administrative Agent by facsimile transmission promptly, but any AXELs in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under accordance with this Section 5.1(c)(ii) (or Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in lieu thereof)subsections 2.6B, the Administrative Agent shall notify each Lender by facsimile transmission2.6C and 2.6G, or other similar form of transmission, of the proposed conversion/continuation. Any a Notice of Conversion/Continuation for conversion to, or continuation of, a Loan Eurodollar Rate AXEL (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and the Borrower or the applicable Qualified Borrower Company shall be bound to convert effect a conversion or continue continuation in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. (i) The Borrower or Subject to the applicable Qualified provisions of subsection 2.6, Borrower shall have the option (Ai) from and after the earlier to occur of (a) the date which is 90 days after the Closing Date and (b) the date on which Agent notifies Borrower that the primary syndication of the Commitments and the Loans has been completed, to convert at any time all or any part of its outstanding Base Rate Term Loans or Revolving Loans equal to $2,000,000 and integral multiples of $250,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loans; (B) to convert all Loan or any part of outstanding a Canadian Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate LoansLoan, on such expiration date; and (C) as applicable, to continue all or any part portion of outstanding such Loan equal to $2,000,000 and integral multiples of $250,000 in excess of that amount as a Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Loan or a Canadian Eurodollar Rate LoansLoan, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration dateas applicable; provided, however, no such outstanding Loan may be continued as, or be converted into, that a Eurodollar Rate Loan or a Canadian Eurodollar Rate Loan may only be converted into a Base Rate Loan or a Canadian Base Rate Loan, as applicable, on the expiration date of an Interest Period applicable thereto. The applicable Borrower shall deliver a Notice of Conversion/ Continuation to Agent no later than 12:00 Noon (iNew York time) if the continuation of, or the conversion into, would violate any of the provisions proposed conversion date (in the case of Section 5.2 or a conversion to a Base Rate Loan), at least one Business Day in advance of the proposed conversion date (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans. (iiCanadian Base Rate Loan) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. (New York time) and at least three (3) Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation datedate (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan or a Canadian Eurodollar Rate Loan, as applicable). A Notice of Conversion/Continuation shall specify (Ai) the proposed conversion/continuation date (which shall be a Business Day), (Bii) the principal amount and type of the Loan to be converted/continued, (Ciii) whether such Loan shall be converted and/or continuedthe nature of the proposed conversion/ continuation, and (Div) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan or a Canadian Eurodollar Rate Loan, the requested Eurodollar Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan or a Canadian Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering a the above- described Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (to Agent on or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of before the proposed conversion/continuation date. Neither Agent nor any Lender shall incur any liability to any Borrower in acting upon any telephonic notice referred to above that Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of such Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Any Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan or a Canadian Eurodollar Rate Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and the Borrower or the applicable Qualified Borrower shall be bound to convert effect a conversion or continue continuation in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. (i) The Borrower or the applicable Qualified Each Borrower shall have the option (A) to convert at any time all or any part of its outstanding Base Floating Rate Loans (other than Swing Loans) to Eurodollar Fixed Rate Loans; (B) to convert all or any part of its outstanding Eurodollar Fixed Rate Loans denominated in Dollars and having Eurodollar Interest Periods which expire on the same date to Base Floating Rate Loans, Loans on such expiration date; and or (C) to continue all or any part of its outstanding Eurodollar Fixed Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Fixed Rate LoansLoans denominated in the same currency, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Fixed Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 4.02 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Fixed Rate Loans under this Section 5.1(c4.01(c) shall be in a minimum amount of $1,000,000 5,000,000 (or the Dollar Equivalent of $1,500,000 for Fixed Rate Loans denominated in an Optional Currency) and in integral Dollar Equivalent multiples of $100,000 1,000,000 (or approximately similar intervals in Optional Currencies) in excess of that amount, except in the case of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i4.01(c)(i), the Borrower or the applicable Qualified Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. (New York time or London time, as applicable) at least (A) three (3) Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation date. A Notice date in the case of Conversion/Continuation shall specify Domestic Loans or (AB) four (4) Business Days in advance of the proposed conversion/continuation date (which shall be a Business Day), (B) the principal amount of the Loan to be converted/continued, (C) whether such Loan shall be converted and/or continued, and (D) in the case of a conversion to, or continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period. In lieu of delivering a Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same dayMulticurrency Loans. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof4.01(c)(ii), the Administrative Agent shall notify each Lender by facsimile transmissiontelex or telecopy, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. (i) The Borrower or Subject to the applicable Qualified Borrower provisions of subsection 2.6, Company shall have the option (Ai) to convert at any time all or any part of its outstanding Base Rate Loans AXELs equal to Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans, on such expiration date; and (C) to continue all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of a conversion into amount from Base Rate AXELs to Eurodollar Rate AXELs or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To to convert at any time all or any part of its outstanding AXELs equal to $100,000 and integral multiples of $100,000 in excess of that amount from Eurodollar Rate AXELs to Base Rate AXELs upon the expiration of any Interest Period applicable to a Eurodollar Rate AXEL, to continue all or any portion of such Eurodollar Rate AXEL equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a Loan under Section 5.1(c)(i)Eurodollar Rate AXEL; provided, however, that a Eurodollar Rate 45 AXEL may only be converted into a Base Rate AXEL on the Borrower or the expiration date of an Interest Period applicable Qualified Borrower thereto. Company shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. 10:00 A.M. (New York City time) at least three (3) one Business Days Day in advance of the proposed conversion date (in the case of a Dollar denominated Loan), or four (4conversion to a Base Rate AXEL) and at least three Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation datedate (in the case of a conversion to, or a continuation of, a Eurodollar Rate AXEL). A Notice of Conversion/Continuation shall specify (Ai) the proposed conversion/continuation date (which shall be a Business Day), (Bii) the principal amount of the Loan to be converted/continued, (Ciii) whether such Loan shall be converted and/or continuedthe nature of the proposed conversion/continuation, and (Div) in the case of a conversion to, or a continuation of, a Eurodollar Rate LoanAXEL, the requested Eurodollar Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate AXEL, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering a the above-described Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower Company may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii)subsection 2.2D, if the Borrower confirms Administrative Agent shall promptly transmit such notice by delivery telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the Notice of Conversion/Continuation applicable basis for determining the interest rate with respect to the Administrative Agent by facsimile transmission promptly, but any AXELs in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under accordance with this Section 5.1(c)(ii) (or Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in lieu thereof)subsections 2.6B, the Administrative Agent shall notify each Lender by facsimile transmission2.6C and 2.6G, or other similar form of transmission, of the proposed conversion/continuation. Any a Notice of Conversion/Continuation for conversion to, or continuation of, a Loan Eurodollar Rate AXEL (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and the Borrower or the applicable Qualified Borrower Company shall be bound to convert effect a conversion or continue continuation in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. (i) The Borrower or the applicable Qualified Borrower shall have the option (A) to convert at any time all or any part of outstanding Base Rate Loans to Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans, on such expiration date; and (C) to continue all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified Borrower shall deliver a written Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. (New York time) at least three (3) Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation date. A Notice of Conversion/Continuation shall specify (A) the proposed conversion/continuation date (which shall be a Business Day), (B) the principal amount of the Loan to be converted/continued, (C) whether such Loan shall be converted and/or continued, and (D) in the case of a conversion to, or continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period. In lieu of delivering a Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic electronic or written notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same daythree (3) Business Days prior. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic electronic or written notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic electronic or written notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar converted to a Base Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuingLoan.

Conversion or Continuation. (i) The Borrower or Subject to the applicable Qualified Borrower provisions of subsection 2.6, Company shall have the option (Ai) to convert at any time all or any part of its outstanding Base Rate Term Loans or Revolving Loans equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate LoansLoan, on such expiration date; and (C) to continue all or any part portion of outstanding such Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount as a Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate LoansLoan; PROVIDED, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; providedHOWEVER, however, no such outstanding Loan may be continued as, or be converted into, that a Eurodollar Rate Loan (i) if may only be converted into a Base Rate Loan on the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of a conversion into or a continuation expiration date of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the Interest Period applicable Qualified Borrower thereto. Company shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. 10:00 A.M. (New York City time) at least three (3) one Business Days Day in advance of the proposed conversion date (in the case of a Dollar denominated conversion to a Base Rate Loan), or four (4) and at least three Eurodollar Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation datedate (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (Ai) the proposed conversion/continuation date (which shall be a Business Day), (Bii) the principal amount and type of the Loan to be converted/continued, (Ciii) whether such Loan shall be converted and/or continuedthe nature of the proposed conversion/continuation, and (Div) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering a the above-described Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower Company may give Agent telephonic notice by the Administrative required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii)subsection 2.2D, if the Borrower confirms Agent shall promptly transmit such notice by delivery telefacsimile or telephone to each Lender. Neither Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the Notice of Conversion/Continuation applicable basis for determining the interest rate with respect to the Administrative Agent by facsimile transmission promptly, but any Loans in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under accordance with this Section 5.1(c)(ii) (or Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in lieu thereof)subsections 2.6B, the Administrative Agent shall notify each Lender by facsimile transmission2.6C and 2.6G, or other similar form of transmission, of the proposed conversion/continuation. Any a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and the Borrower or the applicable Qualified Borrower Company shall be bound to convert effect a conversion or continue continuation in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. (i) The Borrower or the applicable Qualified Borrower shall have the option (A) to convert at any time all or any part of outstanding Base Rate Loans to Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans, Loans on such expiration date; and or (C) to continue all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 3,000,000 and in integral multiples of $100,000 500,000 in excess of that amount, except in the case of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. (New York time) at least three (3) Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation date. A Notice of Conversion/Conversion/ Continuation shall specify (A) the proposed conversion/continuation date (which shall be a Business Day), (B) the principal amount of the Loan to be converted/continued, and (C) whether such Loan shall be converted and/or continued, and (D) in the case of a conversion to, or continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period. In lieu of delivering a Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Eurodollar Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar converted to a Base Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuingLoan.

Conversion or Continuation. (i) The Borrower or Subject to the applicable Qualified provisions of subsection 2.6, a Borrower shall have the option (Ai) to convert at any time all or any part of its outstanding Base DIP/Bridge Loans denominated in Dollars equal to the Minimum Amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, or (ii) upon the expiration of any Interest Period applicable to any Offshore Rate Loans to Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans, on such expiration date; and (C) Loan to continue all or any part portion of outstanding Eurodollar such Loan equal to the Minimum Amount as an Offshore Rate Loan; PROVIDED, HOWEVER, that any Offshore Rate Loan denominated in Dollars may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto; PROVIDED FURTHER that DIP/Bridge Loans denominated in an Offshore Currency may not be converted into Base Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued that DIP/Bridge Loans shall commence on such expiration date; provided, however, no such outstanding Loan denominated in one currency may be continued as, or not be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuinginto DIP/Bridge Loans denominated in another currency. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified A Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. 12:00 Noon (New York timeLocal Time) at least three (3) one Business Days Day in advance of the proposed conversion date (in the case of a Dollar conversion of an Offshore Rate Loan denominated in Dollars to a Base Rate Loan), or four (4) and at least three Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation datedate (in the case of a conversion to, or a continuation of, an Offshore Rate Loan). A Notice of Conversion/Continuation shall specify (Ai) the proposed conversion/continuation date (which shall be a Business Day), (Bii) the principal amount and Type of the Loan to be converted/continued, (Ciii) whether such Loan shall be converted and/or continuedthe nature of the proposed conversion/continuation, and (Div) in the case of a conversion to, or a continuation of, a Eurodollar an Offshore Rate Loan, the requested Eurodollar Interest Period, and (v) in the case of a conversion to, or a continuation of, an Offshore Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering a the above-described Notice of Conversion/Continuation, the Borrower or the applicable Qualified a Borrower may give Agent telephonic notice by the Administrative required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii)subsection 2.2D, if the Borrower confirms such Agent shall promptly transmit said notice by delivery telefacsimile or telephone to each applicable Lender. Neither Agent nor any Lender shall incur any liability to any Borrower in acting upon any telephonic notice referred to above that Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of such Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the Notice of Conversion/Continuation applicable basis for determining the interest rate with respect to the Administrative Agent by facsimile transmission promptly, but any Loans in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under accordance with this Section 5.1(c)(ii) (or Agreement pursuant to any such telephonic notice any Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in lieu thereof)subsections 2.6B, the Administrative Agent shall notify each Lender by facsimile transmission2.6C and 2.6G, or other similar form of transmission, of the proposed conversion/continuation. Any a Notice of Conversion/Continuation for conversion to, or continuation of, a an Offshore Rate Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and the Borrower or the applicable Qualified Borrower shall be bound to convert effect a conversion or continue continuation in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. (i) The Borrower or Subject to the applicable Qualified Borrower provisions of subsection 2.6, Company shall have the option (Ai) to convert at any time all or any part of its outstanding Base Rate Tranche A Term Loans, Tranche B Term Loans or Revolving Loans equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate LoansLoan, on such expiration date; and (C) to continue all or any part portion of outstanding such Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount as a Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration dateLoan; provided, however, no such outstanding Loan may be continued as, or be converted into, that a Eurodollar Rate Loan (i) if may only be converted into a Alternate Base Rate Loan on the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of a conversion into or a continuation expiration date of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the Interest Period applicable Qualified Borrower thereto. Company shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. 10:00 A.M. (New York City time) at least three (3) one Business Days Day in advance of the proposed conversion date (in the case of a Dollar denominated conversion to an Alternate Base Rate Loan), or four (4) and at least three Eurodollar Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation datedate (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (Ai) the proposed conversion/continuation date (which shall be a Business Day), (Bii) the principal amount and type of the Loan to be converted/continued, (Ciii) whether such Loan shall be converted and/or continuedthe nature of the proposed conversion/continuation, and (Div) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering a the above-described Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower Company may give Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii)subsection 2.2D, if the Borrower confirms Administrative Agent shall promptly transmit such notice by delivery telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the Notice of Conversion/Continuation applicable basis for determining the interest rate with respect to the Administrative Agent by facsimile transmission promptly, but any Loans in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under accordance with this Section 5.1(c)(ii) (or Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in lieu thereof)subsections 2.6B, the Administrative Agent shall notify each Lender by facsimile transmission2.6C and 2.6G, or other similar form of transmission, of the proposed conversion/continuation. Any a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and the Borrower or the applicable Qualified Borrower Company shall be bound to convert effect a conversion or continue continuation in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. (i) The Borrower or the applicable Qualified Borrower shall have the option (A) to convert at any time all or any part of outstanding Base Rate Loans to Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans, on such expiration date; and (C) to continue all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; providedvided, however, no such outstanding Loan may be continued as, or be converted ----- ------- into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 4.02 or (ii) if an Event of ------------ Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c4.01(c) shall --------------- be in a minimum amount of $1,000,000 5,000,000 and in integral multiples of $100,000 1,000,000 in excess of that amount, except in the case of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i4.01(c)(i), the Borrower or the applicable Qualified Borrower ------------------ Borrowers shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. (New York time) at least three (3) Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation date; provided, -------- however, that any Notice of Conversion/Continuation delivered on the Tender ------- Offer Funding Date or the Merger Funding Date, as the case may be, may be delivered until 1:00 p.m. (New York time) with respect to a conversion proposed to be effective three (3) Business Days after the Tender Offer Funding Date or the Merger Funding Date, as the case may be. A Notice of Conversion/Continuation shall specify (A) the proposed conversion/continuation date (which shall be a Business Day), (B) the principal amount of the Loan to be converted/continued, (C) whether such Loan shall be converted and/or continued, and (D) in the case of a conversion to, or continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period. In lieu of delivering a Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower Borrowers may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii4.01(c)(ii), if the Borrower confirms and such notice by delivery of the Notice of Conversion/Continuation shall be confirmed in writing ------------------- delivered to the Administrative Agent by facsimile transmission promptly, promptly (but in no event later than 3:00 5:00 p.m. (New York time) on the same day). Promptly after receipt of a Notice of Conversion/Conversion/ Continuation under this Section 5.1(c)(ii4.01(c)(ii) (or telephonic notice in ------------------- lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmissiontelex or telecopy, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower Borrowers shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. (i) The Borrower or the applicable Qualified Borrower shall have the option (A) to convert at any time all or any part of outstanding Base Rate Loans to Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans, Loans on such expiration date; and or (C) to continue all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 3,000,000 and in integral multiples of $100,000 500,000 in excess of that amount, except in the case of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Committed Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. (New York time) at least three (3) Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation date. A Notice of Conversion/Conversion/ Continuation shall specify (A) the proposed conversion/continuation date (which shall be a Business Day), (B) the principal amount of the Committed Loan to be converted/continued, (C) whether such Loan shall be converted and/or continued, and (D) in the case of a conversion to, or continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period. In lieu of delivering a Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar written form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Eurodollar Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar converted to a Base Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuingLoan.

Conversion or Continuation. (i) The Borrower or Subject to the applicable Qualified Borrower provisions of subsection 2.6, Company shall have the option (Ai) to convert at any time all or any part of its outstanding Base Rate Loans to Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Tranche A Term Loans, on such expiration date; and (C) Tranche B Term Loans or Revolving Loans equal to continue all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amountamount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, except to continue all or any portion of such Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a Eurodollar Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Company shall deliver a Notice of Conversion/ Continuation to Administrative Agent no later than 10:00 A.M. (New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion into or to a continuation of an entire Borrowing of Non Pro Rata Loans. (iiBase Rate Loan) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. (New York time) and at least three (3) Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation datedate (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (Ai) the proposed conversion/continuation date (which shall be a Business Day), (Bii) the principal amount and type of the Loan to be converted/continued, (Ciii) whether such Loan shall be converted and/or continuedthe nature of the proposed conversion/ continuation, and (Div) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering a the above-described Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower Company may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/ continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii)subsection 2.2D, if the Borrower confirms Administrative Agent shall promptly transmit such notice by delivery telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the Notice of Conversion/Continuation applicable basis for determining the interest rate with respect to the Administrative Agent by facsimile transmission promptly, but any Loans in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under accordance with this Section 5.1(c)(ii) (or Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in lieu thereof)subsections 2.6B, the Administrative Agent shall notify each Lender by facsimile transmission2.6C and 2.6G, or other similar form of transmission, of the proposed conversion/continuation. Any a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and the Borrower or the applicable Qualified Borrower Company shall be bound to convert effect a conversion or continue continuation in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. (i) The Borrower or Subject to the applicable Qualified provisions of subsection 2.6, the Borrower shall have the option (Ai) to convert at any time all or any part of its outstanding Revolving Loans or Term Loans equal to $5,000,000 and multiples of $1,000,000 in excess of that amount from Eurodollar Rate Loans to Base Rate Loans (and vice versa) or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate LoansLoan, on such expiration date; and (C) to continue all or any part portion of outstanding such Loan equal to $5,000,000 and multiples of $1,000,000 in excess of that amount as a Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration dateLoan; provided, however, no such outstanding Loan may be continued as, or be converted into, that a Eurodollar Rate Loan (i) may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto unless the Borrower shall pay compensation to the Lenders in connection therewith pursuant to subsection 2.6D as if the continuation of, or the such conversion into, would violate any were a prepayment of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of such Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified on such date. The Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent duly executed by an Officer of the Borrower (or a designee thereof previously identified in writing by an Officer of the Borrower) no later than 11:00 a.m. 1:00 P.M. (New York timeTime) (i) at least three (3) one Business Days Day in advance of the proposed conversion date (in the case of a Dollar denominated conversion to a Base Rate Loan), or four and (4ii) at least three Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation date. A Notice of Conversion/Continuation shall specify (A) the proposed conversion/continuation date (which shall be a Business Day), (B) the principal amount of the Loan to be converted/continued, (C) whether such Loan shall be converted and/or continued, and (D) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period). In lieu of delivering a Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of the a duly executed Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on or before the same dayproposed conversion/continuation date. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the The Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. Any any Loan subject to a Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuingContinuation.

Conversion or Continuation. (i) The Borrower or the applicable Qualified Each Borrower shall have the option (A) to convert at any time all or any part of its outstanding Base Floating Rate Loans (other than Swing Loans and Canadian Loans) to Eurodollar Fixed Rate LoansLoans denominated in the same Available Currency; (B) to convert all or any part of its outstanding Eurodollar Fixed Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Floating Rate Loans, Loans denominated in the same currency on such expiration date; and or (C) to continue all or any part of its outstanding Eurodollar Fixed Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Fixed Rate LoansLoans denominated in the same currency, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Fixed Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 4.02 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Fixed Rate Loans under this Section 5.1(c4.01(c) shall be in a minimum amount of $5,000,000 (or the Dollar Equivalent of $1,000,000 for Fixed Rate Loans denominated in an Optional Currency) and in integral Dollar Equivalent multiples of $100,000 1,000,000 (or approximately similar intervals in Optional Currencies) in excess of that amount, except in . Such minimum levels may be achieved under the case U.S. Facility by combining the Loans of a conversion more than one Borrower being continued as or converted into or a continuation Fixed Rate Loans with the same Interest Period so long as the minimum amount of an entire any single Borrowing of Non Pro Rata Loansis $1,000,000. (ii) To convert or continue a Loan under Section 5.1(c)(i4.01(c)(i), the Borrower or the applicable Qualified Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. 12:00 noon (New York time or London time, as applicable) at least three (3) Business Days (or two (2) Business Days in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency LoanMulticurrency Loans) in advance of the proposed conversion/continuation date. A Notice of Conversion/Continuation shall specify (A) the proposed conversion/continuation date (which shall be a Business Day), (B) the principal amount of the Loan to be converted/continued, (C) whether such Loan shall be converted and/or continued, and (D) in the case of a conversion to, or continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period. In lieu of delivering a Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof4.01(c)(ii), the Administrative Agent shall notify each Lender under the applicable Credit Facility by facsimile transmissiontelex or telecopy, or other similar form of transmissiontrans mission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. (i) The Borrower or the applicable Qualified Borrower shall have the option (A) to convert at any time all or any part of outstanding Base Rate Loans to Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans, Loans on such expiration date; and or (C) to continue all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; providedPROVIDED, howeverHOWEVER, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 3,000,000 and in integral multiples of $100,000 500,000 in excess of that amount, except in the case of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Committed Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. (New York time) at least three (3) Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation date. A Notice of Conversion/Conversion/ Continuation shall specify (A) the proposed conversion/continuation date (which shall be a Business Day), (B) the principal amount of the Committed Loan to be converted/continued, (C) whether such Loan shall be converted and/or continued, and (D) in the case of a conversion to, or continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period. In lieu of delivering a Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar written form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Eurodollar Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar converted to a Base Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuingLoan.

Conversion or Continuation. (i) The Borrower or the applicable Qualified Borrower shall have the option (A) to convert at any time all or any part of outstanding Base Rate Loans to Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans, Loans on such expiration date; and or (C) to continue all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the such continuation of, or the conversion into, would violate any of the provisions of Section 5.2 5.02 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c5.01(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, amount except in the case of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i5.01(c)(i), the Borrower or the applicable Qualified Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. (New York time) at least three (3) Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation date. A Notice of Conversion/Continuation shall specify (A) the proposed conversion/continuation date (which shall be a Business Day), (B) the aggregate principal amount of the Loan respective Loans to be converted/continued, (C) whether such Loan Loans shall be converted and/or continued, and (D) in the case of a conversion to, or continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period. In lieu of delivering a Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii5.01(c)(ii), if the Borrower confirms and such notice by delivery of the Notice of Conversion/Continuation shall be confirmed in writing delivered to the Administrative Agent by facsimile transmission promptly, promptly (but in no event later than 3:00 5:00 p.m. (New York time) on the same day), the original of which facsimile copy shall be delivered to the Administrative Agent within three (3) days after the date of such transmission. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii5.01(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender applicable Lender, by facsimile transmission, telecopy or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. (i) The Borrower or the applicable Qualified Borrower shall have the option (A) to convert at any time all or any part of outstanding Base Rate Loans to Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans, Loans on such expiration date; and or (C) to continue all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 3,000,000 and in integral multiples of $100,000 500,000 in excess of that amount, except in the case of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Committed Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. (New York time) at least three (3) Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation date. A Notice of Conversion/Conversion/ Continuation shall specify (A) the proposed conversion/continuation date (which shall be a Business Day), (B) the principal amount of the Committed Loan to be converted/continued, (C) whether such Loan shall be converted and/or continued, and (D) in the case of a conversion to, or continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period. In lieu of delivering a Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Eurodollar Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar converted to a Base Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuingLoan.

Conversion or Continuation. (i) The Borrower or the applicable Qualified Borrower shall have the option (A) to convert at any time all or any part of outstanding Base Rate Loans to Loans at the Offered Rate, Eurodollar Rate Loans or IBOR Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans, Loans at the Offered Rate or IBOR Rate Loans on such expiration date; and (C) to convert all or any part of outstanding IBOR Rate Loans having IBOR Interest Periods which expire on the same date to Base Rate Loans, Loans at the Offered Rate or Eurodollar Rate Loans on such expiration date; (D) to continue all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; (E) to continue all or any part of outstanding IBOR Rate Loans having IBOR Interest Periods which expire on the same date as IBOR Rate Loans, and the succeeding IBOR Interest Period of such continued Loans shall commence on such expiration date; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan or an IBOR Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans or IBOR Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. (New York time) at least three (3) Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation date. A Notice of Conversion/Continuation shall specify (A) the proposed conversion/continuation date (which shall be a Business Day), (B) the principal amount of the Loan to be converted/continued, (C) whether such Loan shall be converted and/or continued, and (D) in the case of a conversion to, or continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period, and (E) in the case of a conversion to, or continuation of, an IBOR Rate Loan, the requested IBOR Interest Period. In lieu of delivering a Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans or IBOR Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan or an IBOR Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. (i) The Borrower or Subject to the applicable Qualified Borrower provisions of subsection 2.6, Company shall have the option (Ai) to convert at any time all or any part of its outstanding Base Rate Term Loans or Revolving Loans equal to $500,000 and integral multiples of $500,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate LoansLoan, on such expiration date; and (C) to continue all or any part portion of outstanding such Loan equal to $500,000 and integral multiples of $500,000 in excess of that amount as a Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate LoansLoan; PROVIDED, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; providedHOWEVER, however, no such outstanding Loan may be continued as, or be converted into, that a Eurodollar Rate Loan (i) if may only be converted into a Base Rate Loan on the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of a conversion into or a continuation expiration date of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the Interest Period applicable Qualified Borrower thereto. Company shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. 10:00 A.M. (New York Los Angeles time) at least three (3) one Business Days Day in advance of the proposed conversion date (in the case of a Dollar denominated conversion to a Base Rate Loan), or four (4) and at least three Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation datedate (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (Ai) the proposed conversion/continuation date (which shall be a Business Day), (Bii) the principal amount and type of the Loan to be converted/continued, (Ciii) whether such Loan shall be converted and/or continuedthe nature of the proposed conversion/continuation, and (Div) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering a the above-described Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower Company may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the to Administrative Agent shall notify each Lender by facsimile transmission, on or other similar form of transmission, of before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/ continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Any Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and the Borrower or the applicable Qualified Borrower Company shall be bound to convert effect a conversion or continue continuation in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. (i) The Borrower or Subject to the applicable Qualified Borrower provisions of subsection 2.6, Company shall have the option (Ai) to convert at any time all or any part of its outstanding Base Rate Term Loans or Revolving Loans equal to $1,000,000 and integral multiples of $500,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate LoansLoan, on such expiration date; and (C) to continue all or any part portion of outstanding such Loan equal to $1,000,000 and integral multiples of $500,000 in excess of that amount as a Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration dateLoan; provided, however, no such outstanding Loan may be continued as, or be converted into, that a -------- Eurodollar Rate Loan (i) if may only be converted into a Base Rate Loan on the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of a conversion into or a continuation expiration date of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the Interest Period applicable Qualified Borrower thereto. Company shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. 10:00 A.M. (New York City time) at least three (3) one Business Days Day in advance of the proposed conversion date (in the case of a Dollar denominated conversion to a Base Rate Loan), or four (4) and at least three Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation datedate (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (Ai) the proposed conversion/continuation date (which shall be a Business Day), (Bii) the principal amount and type of the Loan to be converted/continued, (Ciii) whether such Loan the nature of the proposed conversion/continuation, provided that no Loans shall be -------- converted and/or continuedto Eurodollar Rate Loans prior to the 30th day after the Closing Date unless otherwise approved by Administrative Agent, and (Div) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering a the above-described Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower Company may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in -------- writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii)subsection 2.2D, if the Borrower confirms Administrative Agent shall promptly transmit such notice by delivery telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the Notice of Conversion/Continuation applicable basis for determining the interest rate with respect to the Administrative Agent by facsimile transmission promptly, but any Loans in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under accordance with this Section 5.1(c)(ii) (or Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in lieu thereof)subsections 2.6B, the Administrative Agent shall notify each Lender by facsimile transmission2.6C and 2.6G, or other similar form of transmission, of the proposed conversion/continuation. Any a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and the Borrower or the applicable Qualified Borrower Company shall be bound to convert effect a conversion or continue continuation in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. (i) The Borrower or Subject to the applicable Qualified Borrower provisions of subsection 2.6, Company shall have the option (Ai) to convert at any time all or any part of its outstanding Base Rate Loans equal to Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans, on such expiration date; $500,000 and (C) to continue all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of amount from Loans bearing interest at a conversion into rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or continue any portion of such Loan equal to $500,000 and integral multiples of $100,000 in excess of that amount as a Eurodollar Rate Loan; PROVIDED, HOWEVER, that a Eurodollar Rate Loan under Section 5.1(c)(i), may only be converted into a Base Rate Loan on the Borrower or the expiration date of an Interest Period applicable Qualified Borrower thereto. Company shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. 1:00 P.M. (New York time) at least three (3) one Business Days Day in advance of the proposed conversion date (in the case of a Dollar denominated conversion to a Base Rate Loan), or four (4) and at least three Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation datedate (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (Ai) the proposed conversion/continuation date (which shall be a Business Day), (Bii) the principal amount and type of the Loan to be converted/continued, (Ciii) whether such Loan shall be converted and/or continuedthe nature of the proposed conversion/continuation, and (Div) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering a the above-described Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower Company may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (to Agent on or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of before the proposed conversion/continuation date. Neither Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Any Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and the Borrower or the applicable Qualified Borrower Company shall be bound to convert effect a conversion or continue continuation in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. (i) The Borrower or Subject to the applicable Qualified Borrower provisions of subsection 2.6, the Borrowers shall have the option (Ai) to convert at any time all or any part of its outstanding Base Rate Loans equal to $3,000,000 (or $1,000,000 in the case of Revolving Loans) and integral multiples of $1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate LoansLoan, on such expiration date; and (C) to continue all or any part portion of outstanding such Loan equal to $3,000,000 and integral multiples of $1,000,000 in excess of that amount as a Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration dateLoan; provided, however, no such outstanding Loan may be continued as, or be converted into, that a Eurodollar Rate Loan (i) if may only be converted into a Base Rate Loan on the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of a conversion into or a continuation expiration date of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the Interest Period applicable Qualified Borrower thereto. Borrowers shall deliver a Notice of Conversion/Continuation Notice to the Administrative Agent no later than 11:00 a.m. 1:00 p.m. (New York City time) at least three (3) one Business Days Day in advance of the proposed conversion date (in the case of a Dollar denominated conversion to a Base Rate Loan), or four (4) and at least three Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation datedate (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation Notice shall specify (Ai) the proposed conversion/continuation date (which shall be a Business Day), (Bii) the principal amount and type of the Loan to be converted/continued, (Ciii) whether such Loan shall be converted and/or continuedthe nature of the proposed conversion/continuation, and (Div) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering a Notice of the above-described Conversion/ContinuationContinuation Notice, the Borrower or the applicable Qualified Borrower Borrowers may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a Conversion/Continuation Notice to the Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof)subsection 2.2D, the Administrative Agent shall notify promptly transmit such notice by telefacsimile or telephone to each Lender. Neither the Administrative Agent nor any Lender shall incur any liability to the Borrowers in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by facsimile transmission, a duly authorized officer or other similar form of transmission, Person authorized to act on behalf of the proposed conversion/Borrowers or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrowers shall have effected a conversion or continuation, as the case may be, hereunder. Any Notice of Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Conversion/Continuation Notice for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and the Borrower or the applicable Qualified Borrower Borrowers shall be bound to convert effect a conversion or continue continuation in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. (i) The Borrower or Subject to the applicable Qualified provisions of subparagraph (b) above and Section 3.4, the Borrower shall have the option (A) to convert at any time all or any part of its outstanding Base Rate Loans to Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date portion thereof equal to Base Rate Loans, on such expiration date; $500,000 and (C) to continue all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except from Reference Rate Loans to Eurodollar Loans or from Eurodollar Loans to Reference Rate Loans or (B) upon the expiration of any Interest Period applicable to a Eurodollar Loan, to continue all or any portion of such Loan equal to $500,000 and integral multiples of $100,000 in excess of that amount, as a Eurodollar Loan; PROVIDED, HOWEVER, that a Eurodollar Loan may only be converted into a Reference Rate Loan on the case of a conversion into or a continuation expiration date of an entire Borrowing of Non Pro Rata LoansInterest Period applicable thereto. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified The Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent Bank no later than 11:00 a.m. 12:00 noon (New York Denver time) at least three (3) two Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation datedate in the case of a conversion to or from, or a continuation of, a Eurodollar Loan. A Notice of Conversion/Continuation shall specify (A) the proposed conversion/continuation date (which shall be a Business Day), (B) the principal amount and type of the Loan Loan, or portion thereof, to be converted/continued, (C) whether such Loan shall be converted and/or continued, and (D) in the case of a conversion to, or a continuation of, of a Eurodollar Rate Loan, the requested Eurodollar Interest Period, and (D) that no Event of Default has occurred and is continuing. In lieu of delivering a the above-described Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Agent Bank telephonic notice by the required time of any proposed conversion/continuation by the time required under this Section 5.1(c)(iisubparagraph (d), if the Borrower confirms ; PROVIDED that such notice shall be promptly confirmed in writing by delivery of the a Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) Bank on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of before the proposed conversion/continuation date. (iii) The Bank shall not incur any liability to the Borrower in acting upon any telephonic or telecopy notice referred to above that the Bank believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Borrower or for otherwise acting in good faith under this subparagraph (c), and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice the Borrower shall have effected a conversion or continuation. Any , as the case may be, hereunder. (iv) Except as otherwise provided in Section 3.4 hereof, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and the Borrower or the applicable Qualified Borrower shall be bound to convert effect a conversion or continue continuation in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. (i) The Borrower or Subject to the applicable Qualified Borrower provisions of subsection 2.6, Company shall have the option (Ai) to convert at any time all or any part of its outstanding Base Rate Revolving Loans equal to Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans, on such expiration date; and (C) to continue all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of amount from Loans bearing interest at a conversion into rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or continue any portion of such Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a Eurodollar Rate Loan; provided, however, that a Eurodollar Rate Loan under Section 5.1(c)(i), may only be converted into a Base Rate Loan on the Borrower or the expiration date of an Interest Period applicable Qualified Borrower thereto. Company shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. 10:00 A.M. (New York Pacific time) at least three (3) one Business Days Day in advance of the proposed conversion date (in the case of a Dollar denominated conversion to a Base Rate Loan), or four (4) and at least three Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation datedate (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (Ai) the proposed conversion/continuation date (which shall be a Business Day), (Bii) the principal amount and type of the Loan to be converted/continued, (Ciii) whether such Loan shall be converted and/or continuedthe nature of the proposed conversion/continuation, and (Div) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Event of Default or, to Company's Best Knowledge, no Potential Event of Default has occurred and is continuing. In lieu of delivering a the above-described Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower Company may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the to Administrative Agent shall notify each Lender by facsimile transmission, on or other similar form of transmission, of before the proposed conversion/continuation date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Any Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and the Borrower or the applicable Qualified Borrower Company shall be bound to convert effect a conversion or continue continuation in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. (i) The Borrower or Subject to the applicable Qualified Borrower provisions of subsection 2.6, Company shall have the option (Ai) to convert at any time all or any part of its outstanding Base Rate Term Loans or Revolving Loans equal to Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans, on such expiration date; and (C) to continue all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of amount from Loans bearing interest at a conversion into rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or continue any portion of such Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a Eurodollar Rate Loan; provided, however, that a Eurodollar Rate Loan under Section 5.1(c)(i)may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto; and provided further, however, that Tranche B Term Loans may not be converted to or continued as Eurodollar Rate Loans during the Borrower or period commencing on and including the applicable Qualified Borrower Effective Date and ending on October 15, 1997, inclusive. Company shall deliver a Notice of Conversion/Continuation to the Chase Co- Administrative Agent no later than 11:00 a.m. 12:00 Noon (New York time) at least three (3) one Business Days Day in advance of the proposed conversion date (in the case of a Dollar denominated conversion to a Base Rate Loan), or four (4) and at least three Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation datedate (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (Ai) the proposed conversion/conversion/ continuation date (which shall be a Business Day), (Bii) the principal amount and type of the Loan to be converted/continued, (Ciii) whether such Loan shall be converted and/or continuedthe nature of the proposed conversion/continuation, and (Div) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering a the above-described Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower Company may give the Chase Co-Administrative Agent telephonic notice by the required time of any proposed conversion/ continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/ Continuation to Chase Co-Administrative Agent on or before the proposed conversion/continuation date. Neither Chase Co-Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Chase Co-Administrative Agent believes in good faith to have been given by the time required a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this Section 5.1(c)(ii)subsection 2.2D, if the Borrower confirms such notice by delivery and upon conversion or continuation of the Notice of Conversion/Continuation applicable basis for determining the interest rate with respect to the Administrative Agent by facsimile transmission promptly, but any Loans in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under accordance with this Section 5.1(c)(ii) (or Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in lieu thereof)subsections 2.6B, the Administrative Agent shall notify each Lender by facsimile transmission2.6C and 2.6G, or other similar form of transmission, of the proposed conversion/continuation. Any a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and the Borrower or the applicable Qualified Borrower Company shall be bound to convert effect a conversion or continue continuation in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. (i) The Borrower or Subject to the applicable Qualified Borrower provisions of subsection 2.6, Company shall have the option (Ai) to convert at any time all or any part of its outstanding Base Rate Revolving Loans equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate LoansLoan, on such expiration date; and (C) to continue all or any part portion of outstanding such Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount as a Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration dateLoan; provided, however, no such outstanding Loan may be continued as, or be converted into, that a Eurodollar Rate Loan (i) if may only be converted into a Alternate Base Rate Loan on the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of a conversion into or a continuation expiration date of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the Interest Period applicable Qualified Borrower thereto. Company shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. 12:00 Noon (New York City time) at least three (3) one Business Days Day in advance of the proposed conversion date (in the case of a Dollar denominated conversion to an Alternate Base Rate Loan), or four (4) and at least three Eurodollar Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation datedate (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (Ai) the proposed conversion/continuation date (which shall be a Business Day), (Bii) the principal amount and type of the Loan to be converted/continued, (Ciii) whether such Loan shall be converted and/or continuedthe nature of the proposed conversion/continuation, and (Div) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering a the above-described Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower Company may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii)subsection 2.2D, if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall promptly notify each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by facsimile transmission, a duly authorized officer or other similar form person authorized to act on behalf of transmissionCompany or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the proposed conversion/applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Any Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, irrevocable and the Borrower or the applicable Qualified Borrower Company shall be bound to convert effect a conversion or continue continuation in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. (i) The Borrower or Subject to the applicable Qualified provisions of subsection 2.6, a Borrower shall have the option (Ai) to convert at any time all or any part of its outstanding Base Revolving Loans denominated in Dollars equal to the Minimum Amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, or (ii) upon the expiration of any Interest Period applicable to any Offshore Rate Loans to Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans, on such expiration date; and (C) Loan to continue all or any part portion of outstanding Eurodollar such Loan equal to the Minimum Amount as an Offshore Rate Loan; PROVIDED, HOWEVER, that any Offshore Rate Loan denominated in Dollars may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto; PROVIDED FURTHER that Revolving Loans denominated in an Offshore Currency may not be converted into Base Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued that Revolving Loans shall commence on such expiration date; provided, however, no such outstanding Loan denominated in one currency may be continued as, or not be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuinginto Revolving Loans denominated in another currency. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified A Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. 12:00 Noon (New York timeLocal Time) at least three (3) one Business Days Day in advance of the proposed conversion date (in the case of a Dollar conversion of an Offshore Rate Loan denominated in Dollars to a Base Rate Loan), or four (4) and at least three Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation datedate (in the case of a conversion to, or a continuation of, an Offshore Rate Loan). A Notice of Conversion/Continuation shall specify (Ai) the proposed conversion/continuation date (which shall be a Business Day), (Bii) the principal amount and Type of the Loan to be converted/continued, (Ciii) whether such Loan shall be converted and/or continuedthe nature of the proposed conversion/continuation, and (Div) in the case of a conversion to, or a continuation of, a Eurodollar an Offshore Rate Loan, the requested Eurodollar Interest Period, and (v) in the case of a conversion to, or a continuation of, an Offshore Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering a the above-described Notice of Conversion/Continuation, the Borrower or the applicable Qualified a Borrower may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii)subsection 2.2D, if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall notify promptly transmit said notice by telefacsimile or telephone to each applicable Lender. Neither Administrative Agent nor any Lender shall incur any liability to any Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by facsimile transmission, a duly authorized officer or other similar form person authorized to act on behalf of transmissionsuch Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the proposed conversion/applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice any Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Any Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a an Offshore Rate Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and the Borrower or the applicable Qualified Borrower shall be bound to convert effect a conversion or continue continuation in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. (i) The Borrower or the applicable Qualified Borrower shall have the option (A) to convert at any time all or any part of outstanding Base Rate Loans to Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans, Loans on such expiration date; and or (C) to continue all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; provided, -------- however, no such outstanding Loan may be continued as, or be converted into, a ------- Eurodollar Rate Loan (i) if the such continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default has occurred and is ----------- continuing or an Event of Default would occur as a result of such continuation or conversion; and provided further no such outstanding Loan may be continued ---------------- as, or be converted into, a Eurodollar Rate Loan having a Eurodollar Interest Period of more than thirty (30) days, if a Potential Event of Default has occurred and is continuing or a Potential Event of Default would occur as a result of such continuation or has occurred and is continuingconversion. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount -------------- of $1,000,000 2,000,000 and in integral multiples of $100,000 1,000,000 in excess of that amount, except in the case of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), ----------------- the Borrower or the applicable Qualified Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. (New York Chicago time) at least three (3) Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation date. A Notice of Conversion/Continuation shall specify (A) the proposed conversion/continuation date (which shall be a Business Day), (B) the principal amount of the Loan to be converted/continued, (C) whether such Loan shall be converted and/or continued, and (D) in the case of a conversion to, or continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period. In lieu of delivering a Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms ------------------ such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. 12:00 noon (New York Chicago time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic ------------------ notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall ------------------ be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section ------- 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the --------- expiration of the Eurodollar Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. (i) The Borrower or Subject to the applicable Qualified Borrower provisions of subsection 2.6, Company shall have the option (Ai) to convert at any time all or any part of its outstanding Base Rate Term Loans or Revolving Loans equal to $1,000,000 and integral multiples of $1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate LoansLoan, on such expiration date; and (C) to continue all or any part portion of outstanding such Loan equal to $2,500,000 and integral multiples of $1,000,000 in excess of that amount as a Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration dateLoan; provided, however, no such outstanding Loan may be continued as, or be converted into, that a -------- ------- Eurodollar Rate Loan (i) if may only be converted into a Base Rate Loan on the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of a conversion into or a continuation expiration date of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the Interest Period applicable Qualified Borrower thereto. Company shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. A.M. (New York City time) at least three (3) one Business Days Day in advance of the proposed conversion date (in the case of a Dollar denominated conversion to a Base Rate Loan), or four (4) and at least three Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation datedate (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (Ai) the proposed conversion/continuation date (which shall be a Business Day), (Bii) the principal amount and Type of the Loan to be converted/continued, (Ciii) whether such Loan shall be converted and/or continuedthe nature of the proposed conversion/continuation, and (Div) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering a the above-described Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower Company may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in -------- writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii)subsection 2.2D, if the Borrower confirms Administrative Agent shall promptly transmit such notice by delivery telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the Notice of Conversion/Continuation applicable basis for determining the interest rate with respect to the Administrative Agent by facsimile transmission promptly, but any Loans in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under accordance with this Section 5.1(c)(ii) (or Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in lieu thereof)subsections 2.6B, the Administrative Agent shall notify each Lender by facsimile transmission2.6C and 2.6G, or other similar form of transmission, of the proposed conversion/continuation. Any a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and the Borrower or the applicable Qualified Borrower Company shall be bound to convert effect a conversion or continue continuation in accordance therewith. In E. Post-Maturity Interest. Any principal payments on the event no Notice Loans (whether Base Rate Loans or Eurodollar Rate Loans) not paid when due and, to the extent permitted by applicable law, any interest payments on the Loans or any fees or other amounts owed hereunder not paid when due, in each case whether at stated maturity, by notice of Conversion/Continuation prepayment, by acceleration or otherwise, shall thereafter bear interest (including post-petition interest in any proceeding under the Bankruptcy Code or other applicable bankruptcy laws) payable on demand at a rate which is delivered as and when specified 2.00% per annum in excess of the highest interest rate otherwise payable under this Section 5.1(c)(ii) with respect to outstanding Agreement for Base Rate Loans; provided that, in -------- the case of Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, in effect at the time any such Loans shall automatically be continued as increase in interest rate is effective such Eurodollar Rate Loans with shall thereupon become Base Rate Loans and shall thereafter bear interest payable upon demand at a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any rate which is 2.00% per annum in excess of the provisions highest interest rate otherwise payable under this Agreement for Base Rate Loans. Payment or acceptance of Section 5.2 or (ii) if an the increased rates of interest provided for in this subsection 2.2E is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or a Potential Event otherwise prejudice or limit any rights or remedies of Default would occur Administrative Agent or has occurred and is continuingany Lender.

Conversion or Continuation. (i) The Borrower or the applicable Qualified Borrower Borrowers shall have the option (A) to convert at any time (1) all or any part of outstanding Base Rate Loans to Eurodollar Rate Loans; Loans or (B2) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans, on such expiration date; and or (CB) to continue all or any part of outstanding Eurodollar Rate Loans Loans, having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; provided, however, (I) no portion of any such outstanding Loan may be continued asas (and shall be immediately converted into a Base Rate Loan), or be converted into, a Eurodollar Rate Loan (ix) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 9.4 or (iiy) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation , and (II) if the option set forth in clause (B) of this Section is not exercised, in accordance with the terms of this Section 9.3, in respect of a Eurodollar Rate Loans under this Section 5.1(c) Loan, such Eurodollar Rate Loan shall be in convert automatically into a minimum amount Base Rate Loan on the final date of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loansapplicable Interest Period. (ii) To convert or continue a Loan under Section 5.1(c)(i)loan, the Borrower or the applicable Qualified Borrower Borrowers shall deliver a Notice of Conversion/Continuation written notice to the Administrative Agent no later than 11:00 a.m. (New York time) at least three (3) Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) business days in advance of the proposed conversion/continuation date. A Notice Upon receipt of Conversion/Continuation such request from Borrowers, the Agent shall forthwith give such notice to each Lender. Such notice shall specify (A) the proposed conversion/continuation date (which shall be a Business Daybusiness day), (B) the principal amount of the Loan to be converted/continued, (C) whether such Loan borrowing shall be converted and/or continued, if applicable, and (D) in the case of a conversion to, or continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period. In lieu of delivering a Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic Any notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) loan shall be irrevocable, and the Borrower or the applicable Qualified Borrower Borrowers shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.e)

Conversion or Continuation. (i) The Borrower or the applicable Qualified Borrower shall have the option (A) to convert at any time all or any part of outstanding Base Rate Loans (other than Swing Loans) to Eurodollar Eurocurrency Rate Loans; (B) to convert all or any part of outstanding Eurodollar Eurocurrency Rate Loans denominated in Dollars having Eurodollar Eurocurrency Interest Periods which expire on the same date to Base Rate Loans, Loans on such expiration date; and (C) to continue all or any part of outstanding Eurodollar Eurocurrency Rate Loans having Eurodollar Eurocurrency Interest Periods which expire on the same date as Eurodollar Eurocurrency Rate Loans, and the succeeding Eurodollar Eurocurrency Interest Period of such continued Loans shall commence on such expiration date; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Eurocurrency Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 4.02 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing; provided, further, however, during the continuance of an Event of Default, Eurocurrency Rate Loans denominated in Alternative Currencies shall be continued as Eurocurrency Rate Loans with Eurocurrency Interest Periods determined by the Administrative Agent. Any conversion into or continuation of Eurodollar Eurocurrency Rate Loans under this Section 5.1(c4.01(c) shall shall, in the case of such Loans denominated in Dollars, be in a minimum amount of $1,000,000 5,000,000 and in integral multiples of $100,000 1,000,000 in excess of that amountamount and, except in the case of such Loans denominated in Alternative Currencies, in an aggregate minimum amount equal to an integral multiple of 100,000 units of such currency and (converted to the Dollar Equivalent thereof) equal to or greater than $1,000,000. Notwithstanding anything in this Agreement to the contrary, nothing in the Agreement shall permit (i) the conversion or redenomination of any Base Rate Loan denominated in Dollars into a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans. Eurocurrency Rate Loan denominated in any currency other than Dollars and (ii) To convert the conversion or continue a Loan under Section 5.1(c)(i), the Borrower or the applicable Qualified Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. (New York time) at least three (3) Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation date. A Notice of Conversion/Continuation shall specify (A) the proposed conversion/continuation date (which shall be a Business Day), (B) the principal amount of the Loan to be converted/continued, (C) whether such Loan shall be converted and/or continued, and (D) in the case of a conversion to, or continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period. In lieu of delivering a Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice redenomination of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Eurocurrency Rate Loan (i) if the continuation of, or the conversion into, would violate denominated in any of the provisions of Section 5.2 or (ii) if an Event of Default or currency into a Potential Event of Default would occur or has occurred and is continuingEurocurrency Rate Loan denominated into any other currency.

Conversion or Continuation. (i) The Borrower or Subject to the applicable Qualified Borrower provisions of Section 2.07, the Company shall have the option (Ai) to convert at any time all or any part of outstanding Loans which comprise part of the same Borrowing and which, in the aggregate, equal $5,000,000 or an integral multiple of $1,000,000 in excess of that amount from Base Rate Loans to Eurodollar Rate Loans; or (Bii) to convert all or any part of outstanding Loans which comprise part of the same Borrowing and which, in the aggregate, equal $5,000,000 or an integral multiple of $1,000,000 in excess of that amount from Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans on the expiration date of any Eurodollar Interest Period applicable thereto; or (iii) upon the expiration of any Eurodollar Interest Period applicable to Borrowing of Eurodollar Rate Loans, on such expiration date; and (C) to continue all or any part portion of outstanding such Loans equal to $5,000,000 or an integral multiple of $1,000,000 in excess of that amount as Eurodollar Rate Loans having Eurodollar Interest Periods which expire on of the same date as Eurodollar Rate Loanstype, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such the expiration datedate of the Eurodollar Interest Period applicable thereto; provided, however, that no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, when any Event or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) In the event the Company shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans. (ii) To elect to convert or continue a Loan under this Section 5.1(c)(i2.03(c), the Borrower or the applicable Qualified Borrower Company shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. (New York time) on the proposed conversion date in the case of a conversion to a Base Rate Loan, and not later than 11:00 a.m. (New York time) at least three (3) Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation datedate in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan. A Notice of Conversion/Conversion/ Continuation shall specify (Ai) the proposed conversion/continuation date (which shall be a Business Day), (Bii) the principal amount of the Loan to be converted/continued, (Ciii) whether such Loan shall be converted and/or continuedthe nature of the proposed conversion/continuation, and (Div) in the case of a conversion to, or continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period. In lieu of delivering a the above-described Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower Company may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii2.03(c); provided, if the Borrower confirms that such notice shall be confirmed in writing by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, promptly (but in no event later than 3:00 p.m. (New York time) on the same dayproposed conversion/continuation under this Section 2.03(c). Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii2.03(c) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmissiontelex, telecopy, telegram, telephone or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, irrevocable and the Borrower or the applicable Qualified Borrower Company shall be bound to convert or continue such Loan in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. Third Amended and Restated Senior Secured Credit Agreement (i) The Borrower or Subject to the applicable Qualified provisions of this Section 2.02(e) and Section 2.07 hereof, the Borrower shall have the option (A) to convert at any time all or any part of its outstanding Base Prime Rate Loans to Eurodollar Euro-Dollar Rate Loans; Loans at any time, (B) to convert all or any part of its outstanding Eurodollar Euro-Dollar Rate Loans having Eurodollar to a Prime Rate Loan upon the expiration of the Interest Periods which expire on the same date to Base Rate LoansPeriod applicable thereto, on such expiration date; and or (C) to continue all or any part of outstanding Eurodollar any Euro-Dollar Rate Loans having Eurodollar Interest Periods which expire on Loan as a Loan of the same date as Eurodollar Rate Loans, and type upon the succeeding Eurodollar expiration of the Interest Period applicable thereto, provided -------- that, in the case of such continued Loans shall commence on such expiration date; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan clause (iA) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if C), there does not exist a Default or an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loansat such time. (ii) To Each Euro-Dollar Rate Loan constituting all or a portion of either of the Term Loans shall be in an amount equal to at least $1,000,000 and integral multiples of $1,000,000 in excess thereof, and each Euro-Dollar Rate Loan constituting all or a portion of the Revolving Loans shall be in an amount equal to $500,000 or an integral multiple thereof. The Senior Term Loan shall not at any time be divided into more than one (1) Prime Rate Loan and three (3) Euro-Dollar Rate Loans; the Mortgage Term Loan shall not at any time be divided into more than one (1) Prime Rate Loan and one (1) Euro-Dollar Rate Loan; the Revolving Credit Facility A Loans shall not at any time be divided into more than one (1) Prime Rate Loan and four (4) Euro-Dollar Rate Loans; and the Revolving Credit Facility B Loans shall not at any time be divided into more than one (1) Prime Rate Loan and one (1) Euro-Dollar Rate Loan. (iii) If the Borrower elects or is required to convert or continue a Loan under this Section 5.1(c)(i2.02(e), the Borrower or the applicable Qualified Borrower it shall deliver a Notice of Conversion/Continuation to the Administrative Agent no not later than 11:00 10:00 a.m. (New York Los Angeles time) (A) at least three (3) Euro-Dollar Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/conversion or continuation date, if the Borrower proposes or is required to convert into, or to continue, a Euro-Dollar Rate Loan, and (B) otherwise not later than 10:00 a.m. (Los Angeles time) on the Business Day next preceding the proposed conversion or continuation. A Notice of Conversion/Continuation shall specify specify, if applicable, (AI) the proposed conversion/conversion or continuation date (which shall be a Business Day and, if the Borrower proposes to convert into, or continue, a Euro-Dollar Rate Loan, a Euro- Dollar Business Day), (BII) the principal amount and type of the Loan to be converted/converted or continued, (CIII) whether such Loan shall be converted and/or continuedthe nature of the proposed conversion or continuation, and (DIV) in the case of a conversion to, or continuation of, a Eurodollar Euro-Dollar Rate Loan, the requested Eurodollar Interest PeriodPeriod to be applicable to such Euro-Dollar Rate Loan. In lieu of delivering If a Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice Continuation of any proposed conversion/continuation by the time required under Euro-Dollar Rate Loan is not made in accordance with this Section 5.1(c)(ii2.02(e) with respect to any Euro-Dollar Rate Loan, then, subject to Section 2.02(e)(iv), if such Euro-Dollar Rate Loan shall, without any action on the Borrower confirms such notice by delivery part of the Notice of Conversion/Continuation Borrower, be converted into a Prime Rate Loan with a one (1) month Interest Period. (iv) Notwithstanding anything in this Agreement to the Administrative Agent by facsimile transmission promptlycontrary, but in no event later than 3:00 p.m. (New York time) on if a Default or an Event of Default shall have occurred and is then continuing, upon the same day. Promptly after receipt expiration of the Interest Period applicable to Euro-Dollar Rate Loan, such Euro-Dollar Rate Loan shall then be converted into a Notice of Conversion/Continuation under this Section 5.1(c)(ii) Prime Rate Loan, provided -------- that each Euro-Dollar Rate Loan shall be converted into a Prime Rate Loan immediately upon the Term Loan (or telephonic notice in lieu thereof), either of them) and/or the Administrative Agent shall notify each Lender by facsimile transmission, Revolving Loans becoming due and payable pursuant to Section 7.02(a) hereof or other similar form of transmission, of the proposed conversion/continuation. being declared to be due and payable pursuant to Section 7.02(b) hereof. (v) Any Notice of Conversion/Continuation for conversion tointo, or continuation of, a Euro-Dollar Rate Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, irrevocable and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii. (vi) The Borrower may not select, with respect to outstanding Eurodollar any Loans constituting all or a portion of the Senior Term Loan, any Interest Period that ends after any Installment Payment Date for the Senior Term Loans unless, after giving effect to such selection, the aggregate principal amount of Prime Rate Loans and of Euro-Dollar Rate Loans constituting all or a portion of the Senior Term Loans having Interest Periods which end prior to such Installment Payment Date shall be greater than or equal to the amount of principal that is due and payable on such Installment Payment Date. The Borrower may not select, with respect to any Revolving Loans, upon the expiration of the any Interest Period applicable theretothat ends after the Revolving Credit Facility A Termination Date, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period in the case of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation ofRevolving Credit Facility A Loans, or the conversion intoRevolving Credit Facility B Third Amended and Restated Senior Secured Credit Agreement Maturity Date, would violate in the case of Revolving Credit Facility B Loans. The Borrower may not select an Interest Period for any of Loan that terminates later than the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuingMaturity Date.

Conversion or Continuation. (i) The Borrower or Subject to the applicable Qualified provisions of subsection 2.6, a Borrower shall have the option (A) to convert at any time all or any part of its outstanding Base Rate Term Loans or Revolving Loans equal to $2,000,000 and integral multiples of $250,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, or upon the expiration of any Interest Period applicable to any Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans, on such expiration date; and (C) Loan to continue all or any part portion of outstanding such Loan equal to $2,000,000 and integral multiples of $250,000 in excess of that amount as a Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration dateLoan; provided, however, no such outstanding Loan may be continued as, or be converted into, a that any -------- ------- Eurodollar Rate Loan (i) if may only be converted into a Base Rate Loan on the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of a conversion into or a continuation expiration date of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the Interest Period applicable Qualified thereto. A Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent (with a copy to Agent) no later than 11:00 a.m. 12:00 Noon (New York timeLocal Time) at least one Business Day in advance of the proposed conversion date and at least three (3) Business Days (in the case of a Dollar denominated Loan), or four (4) Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation datedate (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (Ai) the proposed conversion/continuation date (which shall be a Business Day), (Bii) the principal amount and Type of the Loan to be converted/continued, (Ciii) whether such Loan shall be converted and/or continuedthe nature of the proposed conversion/continuation, and (Div) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering a the above-described Notice of Conversion/Continuation, the Borrower or the applicable Qualified a Borrower may give Administrative Agent and the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms subsection 2.2D; provided that such notice shall be promptly confirmed in writing by -------- delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the to Administrative Agent shall notify each Lender by facsimile transmission, (with a copy to Agent) on or other similar form of transmission, of before the proposed conversion/continuation date. No Agent and no Lender shall incur any liability to any Borrower in acting upon any telephonic notice referred to above that Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of such Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice any Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Any Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and the Borrower or the applicable Qualified Borrower shall be bound to convert effect a conversion or continue continuation in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

Conversion or Continuation. (i) The Borrower or Subject to the applicable Qualified Borrower provisions of subsection 2.6, Company shall have the option (Ai) to convert at any time all or any part of its outstanding Base Rate Tranche B Term Loans or Revolving Loans equal to $1,000,000 and multiples of $1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to an Adjusted Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate LoansLoan, on such expiration date; and (C) to continue all or any part portion of outstanding such Loan equal to $1,000,000 and multiples of $1,000,000 in excess of that amount as an Adjusted Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration dateLoan; provided, however, no such outstanding Loan may be continued as, or be converted into, a that an Adjusted Eurodollar Rate Loan (i) if may only be converted into a Base Rate Loan on the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of a conversion into or a continuation expiration date of an entire Borrowing of Non Pro Rata Loans. (ii) To convert or continue a Loan under Section 5.1(c)(i), the Borrower or the Interest Period applicable Qualified Borrower thereto. Company shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. 10:00 A.M. (New York City time) at least three (3) one Business Days Day in advance of the proposed conversion date (in the case of a Dollar denominated conversion to a Base Rate Loan), or four (4) and at least three Business Days (in the case of an Alternative Currency Loan) in advance of the proposed conversion/continuation datedate (in the case of a conversion to, or a continuation of, an Adjusted Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (Ai) the proposed conversion/continuation date (which shall be a Business Day), (Bii) the principal amount and type of the Loan to be converted/continued, (Ciii) whether such Loan shall be converted and/or continuedthe nature of the proposed conversion/continuation, and (Div) in the case of a conversion to, or a continuation of, a an Adjusted Eurodollar Rate Loan, the requested Eurodollar Interest Period, and (v) in the case of a conversion to, or a continuation of, an Adjusted Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering a the above-described Notice of Conversion/Continuation, the Borrower or the applicable Qualified Borrower Company may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii), if the Borrower confirms subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the to Administrative Agent shall notify each Lender by facsimile transmission, on or other similar form of transmission, of before the proposed conversion/continuationcontinuation date. Any Notice Upon receipt of Conversion/Continuation for conversion to, or continuation of, a Loan (written or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower or the applicable Qualified Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of thirty (30) days; provided, however, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.proposed