Common use of Continuation and Conversion Elections Clause in Contracts

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 12:00 Noon, New York City time, on a Business Day, the Borrower may from time to time irrevocably elect that all, or any portion in an aggregate minimum amount of $5,000,000 and an integral multiple of $1,000,000 in excess thereof, of any Loans be (a) on not less than three (3) Business Days' notice, converted into, or continued as, LIBO Rate Loans, or (b) on the same Business Day, be converted into Base Rate Loans. In the absence of delivery of a Continuation/Conversion Notice with respect to any LIBO Rate Loan, such LIBO Rate Loan shall automatically be continued as a LIBO Rate Loan with an Interest Period of the same duration as the then expiring Interest Period; provided, however, that (i) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders, (ii) a LIBO Rate Loan may not be converted at any time other than the last day of the Interest Period applicable thereto and (iii) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Default or Event of Default has occurred and is continuing. Each delivery of a Continuation/Conversion Notice shall constitute a certification and warranty by the Borrower that on the date of delivery of such notice no Default has occurred and is continuing. If prior to the time of such continuation or conversion any matter certified to by the Borrower by reason of the immediately preceding sentence will not be true and correct at such time if then made, the Borrower will immediately so notify the Administrative Agent. Except to the extent, if any, that prior to the time of such continuation or conversion the Administrative Agent shall have received written notice to the contrary from the Borrower, such certification and warranty shall be deemed to be made at the date of such continuation or conversion as if then made. Upon the occurrence and during the continuance of any Event of Default under Section 8.1.1, each LIBO Rate Loan shall convert automatically to a Base Rate Loan at the end of the Interest Period then in effect for such LIBO Rate Loan.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 12:00 Noon1:00 p.m., New York City time, on a Business Day, the Borrower may from time to time irrevocably elect elect, on not less than one (1) Business Days’ notice in the case of any Revolving Loans that are to be continued as, or converted into Base Rate Loans, or three (3) Business Days’ notice in the case of any Revolving Loans that are to be continued as, or converted into, LIBO Rate Loans, that all, or any portion in an aggregate minimum amount of $5,000,000 3,000,000 and in integral multiples of $500,000 in excess thereof, in the case of any Revolving Loans that are to be continued as, or converted into, LIBO Rate Loans, or an aggregate minimum amount of $3,000,000 and an integral multiple of $1,000,000 500,000 in excess thereof, in the case of any Revolving Loans that are to be (a) on not less than three (3) Business Days' noticecontinued as, or converted into, Base Rate Loans, be, in the case of Base Rate Loans, converted into LIBO Rate Loans or continued asas Base Rate Loans, or be, in the case of LIBO Rate Loans, or (b) on the same Business Day, be converted into Base Rate Loans. In Loans or continued as LIBO Rate Loans (in the absence of delivery of a Continuation/Conversion Notice with respect to any LIBO Rate LoanLoan at least three (3) Business Days before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall shall, on such last day, automatically be continued as a LIBO Rate Loan with having an Interest Period of the same duration as the then expiring Interest Periodone (1) month); provided, however, that (ix) each such conversion or continuation shall be pro rated among the applicable outstanding Revolving Loans of all Lenders, and (iiy) if any Event of Default is in existence at the applicable time of any proposed continuation of, or conversion into, any LIBO Rate Loans, the Borrower may not elect to have a Revolving Loan converted into or continued as a LIBO Rate Loan may not and any outstanding LIBO Rate Loans shall be automatically converted at any time other than on the last day of the current Interest Period applicable thereto and (iii) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO into Base Rate Loans when any Default or Event of Default has occurred and is continuingLoans. Each delivery of a Continuation/Conversion Notice shall constitute a certification and warranty by the Borrower that on the date of delivery of such notice no Default has occurred and is continuing. If prior to the time of such continuation or conversion any matter certified to by the Borrower by reason of the immediately preceding sentence will not be true and correct at such time if then made, the Borrower will immediately so notify the Administrative Agent. Except to the extent, if any, that prior to the time of such continuation or conversion the Administrative Agent shall have received written give each Lender prompt notice to the contrary from the Borrower, such certification and warranty shall be deemed to be made at the date of such continuation or conversion as if then made. Upon the occurrence and during the continuance of any Event such proposed conversion affecting any of Default under Section 8.1.1, each LIBO Rate Loan shall convert automatically to a Base Rate Loan at the end of the Interest Period then in effect for such LIBO Rate Loanits Loans.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 12:00 Noon1:00 p.m., New York City time, on a Business Day, the Borrower may from time to time irrevocably elect elect, on not less than one (1) Business Day’s notice in the case of any Revolving Loans that are to be continued as, or converted into Base Rate Loans, or three (3) Business Days’ notice in the case of any Revolving Loans that are to be continued as, or converted into, LIBO Rate Loans, that all, or any portion in an aggregate minimum amount of $5,000,000 1,000,000 and in integral multiples of $250,000 in excess thereof, in the case of any Revolving Loans that are to be continued as, or converted into, LIBO Rate Loans, or an aggregate minimum amount of $1,000,000 and an integral multiple of $1,000,000 250,000 in excess thereof, in the case of any Revolving Loans that are to be (a) on not less than three (3) Business Days' noticecontinued as, or converted into, Base Rate Loans, be, in the case of Base Rate Loans, converted into LIBO Rate Loans or continued asas Base Rate Loans, or be, in the case of LIBO Rate Loans, or (b) on the same Business Day, be converted into Base Rate Loans. In Loans or continued as LIBO Rate Loans (in the absence of delivery of a Continuation/Conversion Notice with respect to any LIBO Rate LoanLoan at least three (3) Business Days before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall shall, on such last day, automatically be continued as a LIBO Rate Loan with having an Interest Period of the same duration as the then expiring Interest Periodone (1) month); provided, however, that (ix) each such conversion or continuation shall be pro rated among the applicable outstanding Revolving Loans of all Lenders, and (iiy) if any Event of Default is in existence at the applicable time of any proposed continuation of, or conversion into, any LIBO Rate Loans, the Borrower may not elect to have a Revolving Loan converted into or continued as a LIBO Rate Loan may not and any outstanding LIBO Rate Loans shall be automatically converted at any time other than on the last day of the current Interest Period applicable thereto and into Base Rate Loans. No more than five (iii5) no portion of the outstanding principal amount of any LIBO Rate Loans may be continued as, or be converted into, LIBO Rate Loans when outstanding at any Default or Event of Default has occurred and is continuing. Each delivery of a Continuation/Conversion Notice shall constitute a certification and warranty by time during the Borrower that on the date of delivery of such notice no Default has occurred and is continuing. If prior to the time of such continuation or conversion any matter certified to by the Borrower by reason term of the immediately preceding sentence will not be true and correct at such time if then made, the Borrower will immediately so notify the Administrative AgentLoan. Except to the extent, if any, that prior to the time of such continuation or conversion the Administrative Agent shall have received written give each Lender prompt notice to the contrary from the Borrower, such certification and warranty shall be deemed to be made at the date of such continuation or conversion as if then made. Upon the occurrence and during the continuance of any Event such proposed conversion affecting any of Default under Section 8.1.1, each LIBO Rate Loan shall convert automatically to a Base Rate Loan at the end of the Interest Period then in effect for such LIBO Rate Loanits Loans.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent by facsimile, email or other method of delivery of notice permitted pursuant to Section 11.2, on or before 12:00 Noon, 11:00 A.M. (New York City time, ) on a Business Day, the Borrower may from time to time irrevocably elect on not less than one (1) Business Day nor more than five (5) Business Days’ notice, in the case of Base Rate Loans, and not less than three (3) nor more than five (5) Business Days’ notice, in the case of LIBOR Loans (other than Swingline Loans), that all, or any portion in an aggregate minimum amount of $5,000,000 1,000,000 and an integral multiple of $1,000,000 be, in excess thereof, the case of any Loans be (aother than Swingline Loans) on not less than three (3) Business Days' noticeaccruing at the Base Rate, converted intointo LIBOR Loans or be, or continued as, LIBO Rate in the case of LIBOR Loans, or (b) on the same Business Day, be converted into Base Rate Loans. In Loans or continued as LIBOR Loans (in the absence of delivery of a Continuation/Conversion Notice Notice, by facsimile, email or other method of delivery of notice permitted pursuant to Section 11.2, with respect to any LIBO Rate LoanLIBOR Loan at least three (3) Business Days (but not more than five (5) Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Loan shall, on such last day, automatically convert to a Base Rate Loan shall automatically be continued as a LIBO Rate Loan with an Interest Period of the same duration as the then expiring Interest PeriodLoans); provided, however, that (ia) each such conversion or continuation shall be pro rated prorated among the applicable outstanding Loans of all Lenders, (iib) upon a LIBO Rate Loan may not be converted Commitment Termination Event or, at any time other than the last day election of the Interest Period applicable thereto Administrative Agent or the Required Lenders, upon the occurrence and (iii) during the continuing of any other Event of Default, no portion of the outstanding principal amount of any Loans may be continued as, or be converted to, LIBOR Loans, (c) no Loans may be continued as, or be converted into, LIBO Rate LIBOR Loans when any Default or Event of Default has occurred for an Interest Period extending beyond the Stated Maturity Date and is continuing. Each delivery of a Continuation/Conversion Notice shall constitute a certification and warranty by the Borrower that on the date of delivery of such notice no Default has occurred and is continuing. If prior (d) with respect to the time of LIBOR Loans that have an Interest Period ending on one particular date such continuation or conversion any matter certified to by the Borrower by reason of the immediately preceding sentence will Loans shall not be true and correct at such time if then made, the Borrower will immediately so notify the Administrative Agent. Except subject to the extentintegral multiple requirement set forth above (it being understood that, if anythere are Loans with Interest Periods ending on more than one date, that prior this clause shall only apply to the time of such continuation or conversion the Administrative Agent shall have received written notice to the contrary from the Borrower, such certification and warranty shall be deemed to be made at the date of such continuation or conversion as if then made. Upon the occurrence and during the continuance of any Event of Default under Section 8.1.1, each LIBO Rate Loan shall convert automatically to a Base Rate Loan at the end of the those Loans with an Interest Period then in effect for such LIBO Rate Loanending on one particular date and no other date).

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 12:00 Noon10:00 a.m., New York City time, on a Business Day, the Borrower may from time to time irrevocably elect elect, on not less than one Business Days' notice in the case of any Loans that are to be converted into Base Rate Loans, or three Business Days' notice in the case of any Loans that are to be continued as, or converted into, LIBO Rate Loans, and in either case not more than five Business Days' notice, that all, or any portion in an aggregate minimum amount of $5,000,000 and an integral multiple of $1,000,000 250,000, in excess thereof, the case of any Loans that are to be (a) on not less than three (3) Business Days' noticecontinued as, or converted into, or continued as, LIBO Rate Loans, or (b) on an aggregate minimum amount of $5,000,000 and an integral multiple of $250,000, in the same Business Day, case of any Loans that are to be converted into Base Rate Loans. In , be, in the case of Base Rate Loans, converted into LIBO Rate Loans or be, in the case of LIBO Rate Loans, converted into Base Rate Loans or continued as LIBO Rate Loans (in the absence of delivery of a Continuation/Conversion Notice with respect to any LIBO Rate LoanLoan at least three Business Days (but not more than five Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall shall, on such last day, automatically be continued as a LIBO Rate Loan with having an Interest Period of the same duration as the then expiring Interest Periodone month); provided, however, that (ix) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all LendersLenders that have made such Loans, and (iiy) if any Default is in existence at the applicable time of any proposed continuation of, or conversion into, any LIBO Rate Loans and the Administrative Agent has, or the Required Lenders have, determined in its or their sole discretion not to permit such continuation or conversion and have notified the Borrower telephonically or in writing thereof, the Borrower may not elect to have a Loan converted into or continued as a LIBO Rate Loan may not and any outstanding LIBO Rate Loans shall be automatically converted at any time other than on the last day of the current Interest Period applicable thereto and (iii) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Default or Event of Default has occurred and is continuing. Each delivery of a Continuation/Conversion Notice shall constitute a certification and warranty by the Borrower that on the date of delivery of such notice no Default has occurred and is continuing. If prior to the time of such continuation or conversion any matter certified to by the Borrower by reason of the immediately preceding sentence will not be true and correct at such time if then made, the Borrower will immediately so notify the Administrative Agent. Except to the extent, if any, that prior to the time of such continuation or conversion the Administrative Agent shall have received written notice to the contrary from the Borrower, such certification and warranty shall be deemed to be made at the date of such continuation or conversion as if then made. Upon the occurrence and during the continuance of any Event of Default under Section 8.1.1, each LIBO Rate Loan shall convert automatically to into a Base Rate Loan at the end of the Interest Period then in effect for such LIBO Rate Loan.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 12:00 Noon, 11:00 a.m. (New York City time, ) on a Business Day, the Borrower may from time to time irrevocably elect on not less than one (1) nor more than five (5) Business Days’ notice, in the case of Base Rate Loans, and not less than three (3) Business Days (but not more than five (5) Business Days’) notice, in the case of Eurodollar Rate Loans, that all, or any portion in an aggregate minimum amount of $5,000,000 1,000,000 and an integral multiple of $1,000,000 100,000 be, in excess thereof, the case of any Loans be (a) on not less than three (3) Business Days' notice, converted into, or continued as, LIBO Base Rate Loans, converted into Eurodollar Rate Loans (for the Interest Period specified in such Continuation/Conversion Notice) or (b) on be, in the same Business Daycase of Eurodollar Rate Loans, be converted into Base Rate Loans. In Loans or continued as Eurodollar Rate Loans (in the absence of delivery of a Continuation/Conversion Notice with respect to any LIBO Eurodollar Rate Loan at least three Business Days (but not more than five (5) Business Days) before the last day of the then current Interest Period with respect thereto, such Eurodollar Rate Loan shall, on such last day, automatically convert to a Base Rate Loan, such LIBO Rate Loan shall automatically be continued as a LIBO Rate Loan with an Interest Period of the same duration as the then expiring Interest Period); provided, however, that that; (ia) each such conversion or continuation shall be pro rated prorated among the applicable outstanding Loans of all Lenders, ; (ii) a LIBO Rate Loan may not be converted at any time other than the last day of the Interest Period applicable thereto and (iiib) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Eurodollar Rate Loans when any Default or Event of Default has occurred and is continuing. Each delivery of a Continuation/Conversion Notice shall constitute a certification and warranty by , unless the Borrower Required Lenders otherwise agree; (c) no Loans may be continued as, or be converted into, Eurodollar Rate Loans after the day that on the date of delivery of such notice no Default has occurred and is continuing. If one (1) month prior to the time Maturity Date; and (d) if the aggregate amount of such continuation Eurodollar Rate Loans in respect of any Borrowing is reduced by payment, prepayment or conversion any matter certified to by the Borrower by reason of the immediately preceding sentence will not be true and correct at such time if then made, the Borrower will immediately so notify the Administrative Agent. Except to the extent, if any, that prior to the time of such continuation or conversion the Administrative Agent shall have received written notice to the contrary from the Borrower, such certification and warranty shall be deemed to be made at the date of less than $1,000,000 such continuation or conversion as if then made. Upon the occurrence and during the continuance of any Event of Default under Section 8.1.1, each LIBO Eurodollar Rate Loan Loans shall automatically convert automatically to a Base Rate Loan at the end of the Interest Period then in effect for such LIBO Rate LoanLoans.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 12:00 Noon1:00 p.m., New York City time, on a Business Day, the Borrower may from time to time irrevocably elect elect, on not less than one (1) Business Days' notice in the case of any Revolving Loans that are to be continued as, or converted into Base Rate Loans, or three (3) Business Days' notice in the case of any Revolving Loans that are to be continued as, or converted into, LIBO Rate Loans, that all, or any portion in an aggregate minimum amount of $5,000,000 3,000,000 and in integral multiples of $500,000 in excess thereof, in the case of any Revolving Loans that are to be continued as, or converted into, LIBO Rate Loans, or an aggregate minimum amount of $3,000,000 and an integral multiple of $1,000,000 500,000 in excess thereof, in the case of any Revolving Loans that are to be (a) on not less than three (3) Business Days' noticecontinued as, or converted into, Base Rate Loans, be, in the case of Base Rate Loans, converted into LIBO Rate Loans or continued asas Base Rate Loans, or be, in the case of LIBO Rate Loans, or (b) on the same Business Day, be converted into Base Rate Loans. In Loans or continued as LIBO Rate Loans (in the absence of delivery of a Continuation/Conversion Notice with respect to any LIBO Rate LoanLoan at least three (3) Business Days before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall shall, on such last day, automatically be continued as a LIBO Rate Loan with having an Interest Period of the same duration as the then expiring Interest Periodone month); provided, however, that (ix) each such conversion or continuation shall be pro rated among the applicable outstanding Revolving Loans of all Lenders, and (iiy) if any Event of Default is in existence at the applicable time of any proposed continuation of, or conversion into, any LIBO Rate Loans, the Borrower may not elect to have a Revolving Loan converted into or continued as a LIBO Rate Loan may not and any outstanding LIBO Rate Loans shall be automatically converted at any time other than on the last day of the current Interest Period applicable thereto and into Base Rate Loans. No more than five (iii5) no portion of the outstanding principal amount of any LIBO Rate Loans may be continued as, or be converted into, LIBO Rate Loans when outstanding at any Default or Event of Default has occurred and is continuing. Each delivery of a Continuation/Conversion Notice shall constitute a certification and warranty by time during the Borrower that on the date of delivery of such notice no Default has occurred and is continuing. If prior to the time of such continuation or conversion any matter certified to by the Borrower by reason term of the immediately preceding sentence will not be true and correct at such time if then made, the Borrower will immediately so notify the Administrative AgentLoan. Except to the extent, if any, that prior to the time of such continuation or conversion the Administrative Agent shall have received written give each Lender prompt notice to the contrary from the Borrower, such certification and warranty shall be deemed to be made at the date of such continuation or conversion as if then made. Upon the occurrence and during the continuance of any Event such proposed conversion effecting any of Default under Section 8.1.1, each LIBO Rate Loan shall convert automatically to a Base Rate Loan at the end of the Interest Period then in effect for such LIBO Rate Loanits Loans.

Continuation and Conversion Elections. By delivering a Continuation/Continuation/ Conversion Notice to the Administrative Agent on or before 12:00 Noon10:00 a.m., New York City time, on a Business Day, the Borrower may from time to time irrevocably elect elect, on not less than one Business Days' notice in the case of any Loans that are to be converted into Base Rate Loans, or three Business Days' notice in the case of any Loans that are to be continued as, or converted into, LIBO Rate Loans, and in either case not more than five Business Days' notice, that all, or any portion in an aggregate minimum amount of $5,000,000 and an integral multiple of $1,000,000 250,000, in excess thereof, the case of any Loans that are to be (a) on not less than three (3) Business Days' noticecontinued as, or converted into, or continued as, LIBO Rate Loans, or (b) on an aggregate minimum amount of $3,000,000 and an integral multiple of $250,000, in the same Business Day, case of any Loans that are to be converted into Base Rate Loans. In , be, in the case of Base Rate Loans, converted into LIBO Rate Loans or be, in the case of LIBO Rate Loans, converted into Base Rate Loans or continued as LIBO Rate Loans (in the absence of delivery of a Continuation/Conversion Notice with respect to any LIBO Rate LoanLoan at least three Business Days (but not more than five Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall shall, on such last day, automatically be continued as a LIBO Rate Loan with having an Interest Period of the same duration as the then expiring Interest Periodone month); provided, however, that (ix) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all LendersLenders that have made such Loans, and (iiy) if any Default is in existence at the applicable time of any proposed continuation of, or conversion into, any LIBO Rate Loans and the Administrative Agent has, or the Required Lenders have, determined in its or their sole discretion not to permit such continuation or conversion and have notified the Borrower telephonically or in writing thereof, the Borrower may not elect to have a Loan converted into or continued as a LIBO Rate Loan may not and any outstanding LIBO Rate Loans shall be automatically converted at any time other than on the last day of the current Interest Period applicable thereto and (iii) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Default or Event of Default has occurred and is continuing. Each delivery of a Continuation/Conversion Notice shall constitute a certification and warranty by the Borrower that on the date of delivery of such notice no Default has occurred and is continuing. If prior to the time of such continuation or conversion any matter certified to by the Borrower by reason of the immediately preceding sentence will not be true and correct at such time if then made, the Borrower will immediately so notify the Administrative Agent. Except to the extent, if any, that prior to the time of such continuation or conversion the Administrative Agent shall have received written notice to the contrary from the Borrower, such certification and warranty shall be deemed to be made at the date of such continuation or conversion as if then made. Upon the occurrence and during the continuance of any Event of Default under Section 8.1.1, each LIBO Rate Loan shall convert automatically to into a Base Rate Loan at the end of the Interest Period then in effect for such LIBO Rate Loan.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent by facsimile, email or other method of delivery of notice permitted pursuant to Section 11.2, on or before 12:00 Noon, 11:00 a.m. (New York City time, ) on a Business Day, the Borrower may from time to time irrevocably elect on not less than one (1) Business Day nor more than five (5) Business Days’ notice, in the case of Loans accruing interest at the Base Rate, and not less than three (3) nor more than five (5) Business Days’ notice, in the case of Loans (other than Swingline Loans) accruing interest at LIBOR, that all, or any portion in an aggregate minimum amount of $5,000,000 1,000,000 and an integral multiple of $1,000,000 be, in excess thereof, the case of any Loans be (aother than Swingline Loans) on not less than three (3) Business Days' noticeaccruing at the Base Rate, converted intointo Loans accruing interest at LIBOR or be, in the cause of Loans accruing interest at LIBOR, converted into Loans accruing interest at the Base Rate or continued as, LIBO Rate Loans, or as Loans accruing interest at LIBOR (b) on the same Business Day, be converted into Base Rate Loans. In in the absence of delivery of a Continuation/Conversion Notice Notice, by facsimile, email or other method of delivery of notice permitted pursuant to Section 11.2, with respect to any LIBO Rate LoanLoan accruing interest at LIBOR at least three (3) Business Days (but not more than five (5) Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall shall, on such last day, automatically be continued as convert to a LIBO Rate Loan with an Interest Period of accruing interest at the same duration as the then expiring Interest PeriodBase Rate); provided, however, that (ia) each such conversion or continuation shall be pro rated prorated among the applicable outstanding Loans of all Lenders, (ii) a LIBO Rate Loan may not be converted at any time other than the last day of the Interest Period applicable thereto and (iiib) no portion of the outstanding principal amount of any Loans may be continued as, or be converted intoto, LIBO Rate Loans accruing interest at LIBOR when any Default or Event of Default has occurred and is continuing. Each delivery of a Continuation/Conversion Notice shall constitute a certification , unless the Required Lenders otherwise agree in writing, (c) no Loans may be continued as, or be converted into, Loans accruing interest at LIBOR for an Interest Period extending beyond the Stated Maturity Date and warranty by the Borrower that on the date of delivery of such notice no Default has occurred and is continuing. If prior (d) with respect to the time of Loans accruing interest at LIBOR that have an Interest Period ending on one particular date such continuation or conversion any matter certified to by the Borrower by reason of the immediately preceding sentence will Loans shall not be true and correct at such time if then made, the Borrower will immediately so notify the Administrative Agent. Except subject to the extentintegral multiple requirement set forth above (it being understood that, if anythere are Loans with Interest Periods ending on more than one date, that prior this clause shall only apply to the time of such continuation or conversion the Administrative Agent shall have received written notice to the contrary from the Borrower, such certification and warranty shall be deemed to be made at the date of such continuation or conversion as if then made. Upon the occurrence and during the continuance of any Event of Default under Section 8.1.1, each LIBO Rate Loan shall convert automatically to a Base Rate Loan at the end of the those Loans with an Interest Period then in effect for such LIBO Rate Loanending on one particular date and no other date).

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent by facsimile, email or other method of delivery of notice permitted pursuant to Section 11.2, on or before 12:00 Noon, 11:00 a.m. (New York City time, ) on a Business Day, the Borrower may from time to time irrevocably elect on not less than one (1) Business Day nor more than five (5) Business Days’ notice, in the case of Base Rate Loans, and not less than three (3) nor more than five (5) Business Days’ notice, in the case of LIBOR Loans (other than Swingline Loans), that all, or any portion in an aggregate 46267678.11 minimum amount of $5,000,000 1,000,000 and an integral multiple of $1,000,000 be, in excess thereof, the case of any Loans be (aother than Swingline Loans) on not less than three (3) Business Days' noticeaccruing at the Base Rate, converted intointo LIBOR Loans or be, or continued as, LIBO Rate in the case of LIBOR Loans, or (b) on the same Business Day, be converted into Base Rate Loans. In Loans or continued as LIBOR Loans (in the absence of delivery of a Continuation/Conversion Notice Notice, by facsimile, email or other method of delivery of notice permitted pursuant to Section 11.2, with respect to any LIBO Rate LoanLIBOR Loan at least three (3) Business Days (but not more than five (5) Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Loan shall, on such last day, automatically convert to a Base Rate Loan shall automatically be continued as a LIBO Rate Loan with an Interest Period of the same duration as the then expiring Interest PeriodLoans); provided, however, that (ia) each such conversion or continuation shall be pro rated prorated among the applicable outstanding Loans of all Lenders, (iib) upon a LIBO Rate Loan may not be converted Commitment Termination Event or, at any time other than the last day election of the Interest Period applicable thereto Administrative Agent or the Required Lenders, upon the occurrence and (iii) during the continuing of any other Event of Default, no portion of the outstanding principal amount of any Loans may be continued as, or be converted to, LIBOR Loans, (c) no Loans may be continued as, or be converted into, LIBO Rate LIBOR Loans when any Default or Event of Default has occurred for an Interest Period extending beyond the Stated Maturity Date and is continuing. Each delivery of a Continuation/Conversion Notice (d) with respect to LIBOR Loans that have an Interest Period ending on one particular date such Loans shall constitute a certification and warranty by the Borrower that on the date of delivery of such notice no Default has occurred and is continuing. If prior not be subject to the time of such continuation or conversion any matter certified to by the Borrower by reason of the immediately preceding sentence will not be true and correct at such time if then made, the Borrower will immediately so notify the Administrative Agent. Except to the extentintegral multiple requirement set forth above (it being understood that, if anythere are Loans with Interest Periods ending on more than one date, that prior this clause shall only apply to the time of such continuation or conversion the Administrative Agent shall have received written notice to the contrary from the Borrower, such certification and warranty shall be deemed to be made at the date of such continuation or conversion as if then made. Upon the occurrence and during the continuance of any Event of Default under Section 8.1.1, each LIBO Rate Loan shall convert automatically to a Base Rate Loan at the end of the those Loans with an Interest Period then in effect for such LIBO Rate Loanending on one particular date and no other date).

Continuation and Conversion Elections. By delivering The Borrower may: ELECT, AS OF ANY BUSINESS DAY, IN THE CASE OF BASE RATE LOANS TO CONVERT ANY BASE RATE LOANS (OR ANY PART THEREOF IN AN AMOUNT NOT LESS THAN $2,000,000, OR THAT IS IN AN INTEGRAL MULTIPLE OF $1,000,000 IN EXCESS THEREOF) INTO LIBOR RATE LOANS; OR ELECT, AS OF THE LAST DAY OF THE APPLICABLE INTEREST PERIOD, TO CONTINUE ANY LIBOR RATE LOANS HAVING INTEREST PERIODS EXPIRING ON SUCH DAY (OR ANY PART THEREOF IN AN AMOUNT NOT LESS THAN $2,000,000, OR THAT IS IN AN INTEGRAL MULTIPLE OF $1,000,000 IN EXCESS THEREOF); provided, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans; provided further that if the notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. The Borrower shall deliver a notice of continuation/conversion ("Notice of Continuation/Conversion Notice Conversion") to the Administrative Agent on or before not later than 12:00 Noonnoon (Atlanta, New York City Georgia time, on a Business Day, the Borrower may from time to time irrevocably elect that all, or any portion in an aggregate minimum amount of $5,000,000 and an integral multiple of $1,000,000 in excess thereof, of any Loans be (a) on not less than at least three (3) Business Days' noticeDays in advance of the Continuation/Conversion Date, if the loans are to be converted into, into or continued asas LIBOR Rate Loans and specifying: THE PROPOSED CONTINUATION/CONVERSION DATE; THE AGGREGATE AMOUNT OF LOANS TO BE CONVERTED OR RENEWED; THE TYPE OF LOANS RESULTING FROM THE PROPOSED CONVERSION OR CONTINUATION; AND THE DURATION OF THE REQUESTED INTEREST PERIOD, LIBO PROVIDED, HOWEVER, THE BORROWER MAY NOT SELECT AN INTEREST PERIOD THAT ENDS AFTER THE STATED TERMINATION DATE. If UPON THE EXPIRATION OF ANY Interest Period applicable to LIBOR Rate Loans, or (b) on the same Business Day, be converted into Base Rate Loans. In the absence of delivery of Borrower has failed to select timely a Continuation/Conversion Notice with respect to any LIBO Rate Loan, such LIBO Rate Loan shall automatically be continued as a LIBO Rate Loan with an new Interest Period of the same duration as the then expiring Interest Period; provided, however, that (i) each such conversion or continuation shall to be pro rated among the applicable outstanding Loans of all Lenders, (ii) a LIBO Rate Loan may not be converted at any time other than the last day of the Interest Period applicable thereto and (iii) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO to LIBOR Rate Loans when or if any Default or Event of Default has occurred and is continuing. Each delivery of a Continuation/Conversion Notice shall constitute a certification and warranty by the Borrower that on the date of delivery of such notice no Default has occurred and is continuing. If prior to the time of such continuation or conversion any matter certified to by the Borrower by reason of the immediately preceding sentence will not be true and correct at such time if then madeexists, the Borrower will immediately so notify the Administrative Agent. Except to the extent, if any, that prior to the time of such continuation or conversion the Administrative Agent shall have received written notice to the contrary from the Borrower, such certification and warranty shall be deemed to be made at have elected to convert such LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such continuation or conversion as if then madeInterest Period. Upon The Administrative Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the occurrence and during the continuance of any Event of Default under Section 8.1.1, each LIBO Rate Loan shall convert automatically to a Base Rate Loan at the end respective outstanding principal amounts of the Interest Period then Loans with respect to which the notice was given held by each Lender. There may not be more than six (6) different LIBOR Rate Loans in effect for such LIBO Rate Loanhereunder at any time.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent by facsimile, email or other method of delivery of notice permitted pursuant to Section 11.2, on or before 12:00 Noon, 11:00 A.M. (New York City time, ) on a Business Day, the Borrower Borrowers may from time to time irrevocably elect on not less than one Business Day nor more than five Business Days’ notice, in the case of Loans accruing interest at the Base Rate, and not less than three nor more than five Business Days’ notice, in the case of Loans accruing interest at LIBOR, that all, or any portion in an aggregate minimum amount of $5,000,000 1,000,000 and an integral multiple of $1,000,000 be, in excess thereof, the case of any Loans be (a) on not less than three (3) Business Days' noticeaccruing at the Base Rate, converted intointo Loans accruing interest at LIBOR or be, in the cause of Loans accruing interest at LIBOR, converted into Loans accruing interest at the Base Rate or continued as, LIBO Rate Loans, or as Loans accruing interest at LIBOR (b) on the same Business Day, be converted into Base Rate Loans. In in the absence of delivery of a Continuation/Conversion Notice Notice, by facsimile, email or other method of delivery of notice permitted pursuant to Section 11.2, with respect to any LIBO Rate LoanLoan accruing interest at LIBOR at least three Business Days (but not more than five Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall shall, on such last day, automatically be continued as convert to a LIBO Rate Loan with an Interest Period of accruing interest at the same duration as the then expiring Interest PeriodBase Rate); provided, however, that (ia) each such conversion or continuation shall be pro rated prorated among the applicable outstanding Loans of all Lenders, (ii) a LIBO Rate Loan may not be converted at any time other than the last day of the Interest Period applicable thereto and (iiib) no portion of the outstanding principal amount of any Loans may be continued as, or be converted intoto, LIBO Rate Loans accruing interest at LIBOR when any Default or Event of Default has occurred and is continuing. Each delivery of a Continuation/Conversion Notice shall constitute a certification , unless the Required Lenders otherwise agree in writing, (c) no Loans may be continued as, or be converted into, Loans accruing interest at LIBOR for an Interest Period extending beyond the Stated Maturity Date and warranty by the Borrower that on the date of delivery of such notice no Default has occurred and is continuing. If prior (d) with respect to the time of Loans accruing interest at LIBOR that have an Interest Period ending on one particular date such continuation or conversion any matter certified to by the Borrower by reason of the immediately preceding sentence will Loans shall not be true and correct at such time if then made, the Borrower will immediately so notify the Administrative Agent. Except subject to the extentintegral multiple requirement set forth above (it being understood that, if anythere are Loans with Interest Periods ending on more than one date, that prior this clause shall only apply to the time of such continuation or conversion the Administrative Agent shall have received written notice to the contrary from the Borrower, such certification and warranty shall be deemed to be made at the date of such continuation or conversion as if then made. Upon the occurrence and during the continuance of any Event of Default under Section 8.1.1, each LIBO Rate Loan shall convert automatically to a Base Rate Loan at the end of the those Loans with an Interest Period then in effect for such LIBO Rate Loanending on one particular date and no other date).

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 12:00 Noon, New York City time, on a Business Day, the Borrower may from time to time irrevocably elect that all, or any portion in an aggregate minimum amount of $5,000,000 and an integral multiple of $1,000,000 in excess thereof, of any Loans be (a) on not less than three (3) Business Days' ’ notice, converted into, or continued as, LIBO Rate Loans, or (b) on the same Business Day, be converted into into, Base Rate Loans. In the absence of delivery of a Continuation/Conversion Notice with respect to any LIBO Rate Loan, such LIBO Rate Loan shall automatically be continued as a LIBO Rate Loan with an Interest Period of the same duration as the then expiring Interest Period; provided, however, that (i) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders, (ii) a LIBO Rate Loan may not be converted at any time other than the last day of the Interest Period applicable thereto and (iii) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Default or Event of Default has occurred and is continuing. Each delivery of a Continuation/Conversion Notice shall constitute a certification and warranty by the Borrower that on the date of delivery of such notice no Default has occurred and is continuing. If prior to the time of such continuation or conversion any matter certified to by the Borrower by reason of the immediately preceding sentence will not be true and correct at such time if then made, the Borrower will immediately so notify the Administrative Agent. Except to the extent, if any, that prior to the time of such continuation or conversion the Administrative Agent shall have received written notice to the contrary from the Borrower, such certification and warranty shall be deemed to be made at the date of such continuation or conversion as if then made. Upon the occurrence and during the continuance of any Event of Default under Section 8.1.1, each LIBO Rate Loan shall convert automatically to a Base Rate Loan at the end of the Interest Period then in effect for such LIBO Rate Loan.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 12:00 Noon, 11:00 A.M. (New York City time, ) on a Business Day, the Borrower Borrowers may from time to time irrevocably elect on not less than one Business Day nor more than five Business Days’ notice, in the case of Loans accruing interest at the Base Rate, and not less than three nor more than five Business Days’ notice, in the case of Loans accruing interest at LIBOR, that all, or any portion in an aggregate minimum amount of $5,000,000 1,000,000 and an integral multiple of $1,000,000 be, in excess thereof, the case of any Loans be (a) on not less than three (3) Business Days' noticeaccruing at the Base Rate, converted intointo Loans accruing interest at LIBOR or be, in the cause of Loans accruing interest at LIBOR, converted into Loans accruing interest at the Base Rate or continued as, LIBO Rate Loans, or as Loans accruing interest at LIBOR (b) on the same Business Day, be converted into Base Rate Loans. In in the absence of delivery of a Continuation/Conversion Notice with respect to any LIBO Rate LoanLoan accruing interest at LIBOR at least three Business Days (but not more than five Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall shall, on such last day, automatically be continued as convert to a LIBO Rate Loan with an Interest Period of accruing interest at the same duration as the then expiring Interest PeriodBase Rate); provided, however, that (ia) each such conversion or continuation shall be pro rated prorated among the applicable outstanding Loans of all Lenders, (ii) a LIBO Rate Loan may not be converted at any time other than the last day of the Interest Period applicable thereto and (iiib) no portion of the outstanding principal amount of any Loans may be continued as, or be converted intoto, LIBO Rate Loans accruing interest at LIBOR when any Default or Event of Default has occurred and is continuing. Each delivery of a Continuation/Conversion Notice shall constitute a certification , unless the Required Lenders otherwise agree in writing, (c) no Loans may be continued as, or be converted into, Loans accruing interest at LIBOR for an Interest Period extending beyond the Stated Maturity Date and warranty by the Borrower that on the date of delivery of such notice no Default has occurred and is continuing. If prior (d) with respect to the time of Loans accruing interest at LIBOR that have an Interest Period ending on one particular date such continuation or conversion any matter certified to by the Borrower by reason of the immediately preceding sentence will Loans shall not be true and correct at such time if then made, the Borrower will immediately so notify the Administrative Agent. Except subject to the extentintegral multiple requirement set forth above (it being understood that, if anythere are Loans with Interest Periods ending on more than one date, that prior this clause shall only apply to the time of such continuation or conversion the Administrative Agent shall have received written notice to the contrary from the Borrower, such certification and warranty shall be deemed to be made at the date of such continuation or conversion as if then made. Upon the occurrence and during the continuance of any Event of Default under Section 8.1.1, each LIBO Rate Loan shall convert automatically to a Base Rate Loan at the end of the those Loans with an Interest Period then in effect for such LIBO Rate Loanending on one particular date and no other date).

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 12:00 Noon, New York City time, on a Business Day, the The Borrower may ------------------------------------- from time to time irrevocably elect that all, or any portion in an aggregate minimum amount of $5,000,000 10,000,000 and an integral multiple of $1,000,000 in excess thereof, of (i) any Loans Base Rate Loan be Converted into a LIBO Rate Loan, or (aii) on any LIBO Rate Loan be Continued as a LIBO Rate Loans, in each case by delivering a Continuation/Conversion Notice to the Administrative Agent at or before 11:00 A.M., San Francisco time, not less than three (3) Business Days' notice, converted into, prior to the requested Conversion or continued as, LIBO Rate Loans, or (b) on the same Business Day, be converted into Base Rate LoansContinuation. In the absence of delivery of a Continuation/Conversion Notice with respect to any LIBO Rate Loan, such LIBO Rate Loan shall automatically be continued Continued as a one month LIBO Rate Loan with an Interest Period of the same duration as the then expiring Interest PeriodLoan; provided, however, that (i) each such conversion Conversion or continuation Continuation shall be pro -------- ------- rated among the applicable outstanding Loans of all Lenders, (ii) a LIBO Rate Loan may not be converted at any time other than the last day of the Interest Period applicable thereto and thereto, (iii) no portion of the outstanding principal amount of any Loans may be continued Continued as, or be converted Converted into, LIBO Rate Loans when any Default or Event of Default under Section 8.1.1 has occurred and is continuing, ------------- and (iv) if the automatic Continuation of a LIBO Rate Loan would result in the last day of the new Interest Period ending on a date after the Commitment Termination Date, then such LIBO Rate Loan shall automatically be Converted into a Base Rate Loan. The Borrower may from time to time irrevocably elect that all, or any portion in an aggregate minimum amount of $10,000,000 and an integral multiple of $1,000,000 in excess thereof, of any LIBO Rate Loan be Converted into a Base Rate Loan by delivering a Continuation/Conversion Notice to the Administrative Agent at or before 10:00 A.M., San Francisco time, on the Business Day of the requested Conversion. Each delivery of a Continuation/Continuation/ Conversion Notice shall constitute a certification and warranty by the Borrower that on the date of delivery of such notice no Default has occurred and is continuing. If prior to the time of such continuation Continuation or conversion Conversion any matter certified to by the Borrower by reason of the immediately preceding sentence will not be true and correct at such time if then made, the Borrower will immediately so notify the Administrative Agent. Except to the extent, if any, that prior to the time of such continuation Continuation or conversion Conversion the Administrative Agent shall have received written notice to the contrary from the Borrower, such certification and warranty shall be deemed to be made at the date of such continuation Continuation or conversion Conversion as if then made. Upon the occurrence and during the continuance of any Event of Default under Section 8.1.1, each LIBO Rate Loan ------------- shall convert automatically to a Base Rate Loan at the end of the Interest Period then in effect for such LIBO Rate Loan.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice in the form of EXHIBIT F hereto (the "CONTINUATION/CONVERSION NOTICE") to the Administrative Agent on or before 12:00 Noon, New York City time, time on a Business Day, the Borrower Lessor, at the direction of the Lessee, may from time to time irrevocably elect that all, or any portion in an aggregate minimum amount of $5,000,000 10,000,000 and an integral multiple of $1,000,000 in excess thereof, of any Loans Advance be (ai) on not less than three (3) Business Days' notice, converted into, or continued as, a LIBO Rate LoansAdvance, or (bii) on the same Business Day, be converted into into, or continued as a Base Rate LoansAdvance. In the absence of delivery of a such Continuation/Conversion Notice with respect to any LIBO Rate LoanAdvance, such LIBO Rate Loan Advance shall automatically be continued as a LIBO Rate Loan Advance with an Interest Period of the same duration as the then expiring Interest Period; providedPROVIDED, howeverHOWEVER, that (ix) with respect to any Loan, each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all LendersNoteholders holding Loans of the same tranche, (iiy) a LIBO Rate Loan Advance may not be converted at any time other than the last day of the Interest Period applicable thereto and (iiiz) no portion of the outstanding principal amount of any Loans Advance may be continued as, or be converted into, a LIBO Rate Loans Advance when any Default or Credit Agreement Event of Default or Credit Agreement Default under SECTION 5.1.1 of the Credit Agreement has occurred and is continuing. Each delivery of a such Continuation/Conversion Notice shall constitute a certification and warranty by the Borrower Lessor that on the date of delivery of such notice no Credit Agreement Default has occurred and is continuing. If prior to the time of such continuation or conversion any matter certified to by the Borrower Lessor by reason of the immediately preceding sentence will not be true and correct at such time if then made, the Borrower Lessor will immediately so notify the Administrative Agent. Except to the extent, if any, that prior to the time of such continuation or conversion the Administrative Agent shall have received written notice to the contrary from the BorrowerLessor, such certification and warranty shall be deemed to be made at the date of such continuation or conversion as if then made. Upon the occurrence and during the continuance of any Credit Agreement Event of Default under Section 8.1.1SECTION 5.1.1 of the Credit Agreement, each LIBO Rate Loan Advance shall convert automatically to a Base Rate Loan Advance at the end of the Interest Period then in effect for such LIBO Rate LoanAdvance.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 12:00 Noon, New York City time, time on a Business Day, the Borrower may from time to time irrevocably elect that all, or any portion in an aggregate minimum amount of $5,000,000 and an integral multiple of $1,000,000 in excess thereof, of any Loans be (a) on not less than three (3) Business Days' notice, converted into, or continued as, LIBO Rate Loans, or (b) on the same Business Day, be converted into into, or continued as Base Rate Loans. In the absence of delivery of a Continuation/Conversion Notice with respect to any LIBO Rate Loan, such LIBO Rate Loan shall automatically be continued as a LIBO Rate Loan with an Interest Period of the same duration as the then expiring Interest Period; providedPROVIDED, howeverHOWEVER, that (i) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders, (ii) a LIBO Rate Loan may not be converted at any time other than the last day of the Interest Period applicable thereto and (iii) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Default or Event of Default under SECTION 9.1.1 has occurred and is continuing. Each delivery of a Continuation/Conversion Notice shall constitute a certification and warranty by the Borrower that on the date of delivery of such notice no Default has occurred and is continuing. If prior to the time of such continuation or conversion any matter certified to by the Borrower by reason of the immediately preceding sentence will not be true and correct at such time if then made, the Borrower will immediately so notify the Administrative Agent. Except to the extent, if any, that prior to the time of such continuation or conversion the Administrative Agent shall have received written notice to the contrary from the Borrower, such certification and warranty shall be deemed to be made at the date of such continuation or conversion as if then made. Upon the occurrence and during the continuance of any Event of Default under Section 8.1.1SECTION 9.1.1, each LIBO Rate Loan shall convert automatically to a Base Rate Loan at the end of the Interest Period then in effect for such LIBO Rate Loan.

Continuation and Conversion Elections. By delivering a ------------------------------------- Continuation/Conversion Notice to the Administrative Agent on or before 12:00 Noon, New York City time, time on a Business Day, the Borrower may from time to time irrevocably elect that all, or any portion in an aggregate minimum amount of $5,000,000 10,000,000 and an integral multiple of $1,000,000 in excess thereof, of any Loans be (ai) on not less than three (3) Business Days' notice, converted into, or continued as, LIBO Rate Loans, or (bii) on the same Business Day, be converted into into, or continued as a Base Rate LoansLoan. In the absence of delivery of a Continuation/Conversion Notice with respect to any LIBO Rate Loan, such LIBO Rate Loan shall automatically be continued as a LIBO Rate Loan with an Interest Period of the same duration as the then expiring Interest Period; provided, -------- however, that (ix) each such conversion or continuation shall be pro rated among ------- the applicable outstanding Loans of all Lenders, (iiy) a LIBO Rate Loan may not be converted at any time other than the last day of the Interest Period applicable thereto and (iiiz) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Default or Event of Default under Section 8.1.1 has occurred and is continuing. Each delivery of ------------- a Continuation/Conversion Notice shall constitute a certification and warranty by the Borrower that on the date of delivery of such notice no Default has occurred and is continuing. If prior to the time of such continuation or conversion any matter certified to by the Borrower by reason of the immediately preceding sentence will not be true and correct at such time if then made, the Borrower will immediately so notify the Administrative Agent. Except to the extent, if any, that prior to the time of such continuation or conversion the Administrative Agent shall have received written notice to the contrary from the Borrower, such certification and warranty shall be deemed to be made at the date of such continuation or conversion as if then made. Upon the occurrence and during the continuance of any Event of Default under Section 8.1.1, each LIBO ------------- Rate Loan shall convert automatically to a Base Rate Loan at the end of the Interest Period then in effect for such LIBO Rate Loan.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent by facsimile, email or other method of delivery of notice permitted pursuant to Section 11.2, on or before 12:00 Noon, 11:00 A.M. (New York City time, ) on a Business Day, the Borrower Borrowers may from time to time irrevocably elect on not less than one Business Day nor more than five Business Days’ notice, in the case of Loans accruing interest at the Base Rate, and not less than three nor more than five Business Days’ notice, in the case of Loans (other than Swingline Loans) accruing interest at LIBOR, that all, or any portion in an aggregate minimum amount of $5,000,000 1,000,000 and an integral multiple of $1,000,000 be, in excess thereof, the case of any Loans be (aother than Swingline Loans) on not less than three (3) Business Days' noticeaccruing at the Base Rate, converted intointo Loans accruing interest at LIBOR or be, in the cause of Loans accruing interest at LIBOR, converted into Loans accruing interest at the Base Rate or continued as, LIBO Rate Loans, or as Loans accruing interest at LIBOR (b) on the same Business Day, be converted into Base Rate Loans. In in the absence of delivery of a Continuation/Conversion Notice Notice, by facsimile, email or other method of delivery of notice permitted pursuant to Section 11.2, with respect to any LIBO Rate LoanLoan accruing interest at LIBOR at least three Business Days (but not more than five Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall shall, on such last day, automatically be continued as convert to a LIBO Rate Loan with an Interest Period of accruing interest at the same duration as the then expiring Interest PeriodBase Rate); provided, however, that (ia) each such conversion or continuation shall be pro rated prorated among the applicable outstanding Loans of all Lenders, (ii) a LIBO Rate Loan may not be converted at any time other than the last day of the Interest Period applicable thereto and (iiib) no portion of the outstanding principal amount of any Loans may be continued as, or be converted intoto, LIBO Rate Loans accruing interest at LIBOR when any Default or Event of Default has occurred and is continuing. Each delivery of a Continuation/Conversion Notice shall constitute a certification , unless the Required Lenders otherwise agree in writing, (c) no Loans may be continued as, or be converted into, Loans accruing interest at LIBOR for an Interest Period extending beyond the Stated Maturity Date and warranty by the Borrower that on the date of delivery of such notice no Default has occurred and is continuing. If prior (d) with respect to the time of Loans accruing interest at LIBOR that have an Interest Period ending on one particular date such continuation or conversion any matter certified to by the Borrower by reason of the immediately preceding sentence will Loans shall not be true and correct at such time if then made, the Borrower will immediately so notify the Administrative Agent. Except subject to the extentintegral multiple requirement set forth above (it being understood that, if anythere are Loans with Interest Periods ending on more than one date, that prior this clause shall only apply to the time of such continuation or conversion the Administrative Agent shall have received written notice to the contrary from the Borrower, such certification and warranty shall be deemed to be made at the date of such continuation or conversion as if then made. Upon the occurrence and during the continuance of any Event of Default under Section 8.1.1, each LIBO Rate Loan shall convert automatically to a Base Rate Loan at the end of the those Loans with an Interest Period then in effect for such LIBO Rate Loanending on one particular date and no other date).

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent by facsimile, email or other method of delivery of notice permitted pursuant to Section 11.2, on or before 12:00 Noon, 11:00 A.M. (New York City time, ) on a Business Day, the Borrower may from time to time irrevocably elect on not less than one (1) Business Day nor more than five (5) Business Days’ notice, in the case of Loans accruing interest at the Base Rate, and not less than three (3) nor more than five (5) Business Days’ notice, in the case of Loans (other than Swingline Loans) accruing interest at LIBOR, that all, or any portion in an aggregate minimum amount of $5,000,000 1,000,000 and an integral multiple of $1,000,000 be, in excess thereof, the case of any Loans be (aother than Swingline Loans) on not less than three (3) Business Days' noticeaccruing at the Base Rate, converted intointo Loans accruing interest at LIBOR or be, in the cause of Loans accruing interest at LIBOR, converted into Loans accruing interest at the Base Rate or continued as, LIBO Rate Loans, or as Loans accruing interest at LIBOR (b) on the same Business Day, be converted into Base Rate Loans. In in the absence of delivery of a Continuation/Conversion Notice Notice, by facsimile, email or other method of delivery of notice permitted pursuant to Section 11.2, with respect to any LIBO Rate LoanLoan accruing interest at LIBOR at least three (3) Business Days (but not more than five (5) Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall shall, on such last day, automatically be continued as convert to a LIBO Rate Loan with an Interest Period of accruing interest at the same duration as the then expiring Interest PeriodBase Rate); provided, however, that (ia) each such conversion or continuation shall be pro rated prorated among the applicable outstanding Loans of all Lenders, (ii) a LIBO Rate Loan may not be converted at any time other than the last day of the Interest Period applicable thereto and (iiib) no portion of the outstanding principal amount of any Loans may be continued as, or be converted intoto, LIBO Rate Loans accruing interest at LIBOR when any Default or Event of Default has occurred and is continuing. Each delivery of a Continuation/Conversion Notice shall constitute a certification , unless the Required Lenders otherwise agree in writing, (c) no Loans may be continued as, or be converted into, Loans accruing interest at LIBOR for an Interest Period extending beyond the Stated Maturity Date and warranty by the Borrower that on the date of delivery of such notice no Default has occurred and is continuing. If prior (d) with respect to the time of Loans accruing interest at LIBOR that have an Interest Period ending on one particular date such continuation or conversion any matter certified to by the Borrower by reason of the immediately preceding sentence will Loans shall not be true and correct at such time if then made, the Borrower will immediately so notify the Administrative Agent. Except subject to the extentintegral multiple requirement set forth above (it being understood that, if anythere are Loans with Interest Periods ending on more than one date, that prior this clause shall only apply to the time of such continuation or conversion the Administrative Agent shall have received written notice to the contrary from the Borrower, such certification and warranty shall be deemed to be made at the date of such continuation or conversion as if then made. Upon the occurrence and during the continuance of any Event of Default under Section 8.1.1, each LIBO Rate Loan shall convert automatically to a Base Rate Loan at the end of the those Loans with an Interest Period then in effect for such LIBO Rate Loanending on one particular date and no other date).

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice Subject to the Administrative Agent on or before 12:00 Noon, New York City time, on a Business Dayprovisions hereof, the Borrower may from time shall have the option (A) to time irrevocably elect that all, or any portion in an aggregate minimum amount of $5,000,000 and an integral multiple of $1,000,000 in excess thereof, of any Loans be (a) on not less than three (3) Business Days' notice, converted into, or continued as, LIBO Rate Loans, or (b) on the same Business Day, be converted into Base Rate Loans. In the absence of delivery of a Continuation/Conversion Notice with respect to any LIBO Rate Loan, such LIBO Rate Loan shall automatically be continued as a LIBO Rate Loan with an Interest Period of the same duration as the then expiring Interest Period; provided, however, that (i) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders, (ii) a LIBO Rate Loan may not be converted convert at any time other than one or more integral multiples of $500,000 of its outstanding Prime Rate loans under the last day First Line of Credit into one or more LIBOR Rate loans, (B) to convert at any time one or more integral multiples of $1,000,0000 of its outstanding Prime Rate loans under the Second Line of Credit into one or more LIBOR Rate loans, (C) effective on and as of the expiration date of the Interest Period applicable thereto of a LIBOR Rate loan, to continue such LIBOR Rate loan as a LIBOR Rate loan with an equivalent or different Interest Period, or (D) effective on and as of the expiration date of the Interest Period of a LIBOR Rate loan, to convert such LIBOR Rate loan to a Prime Rate loan; PROVIDED, HOWEVER, that (iiix) a LIBOR Rate loan may only be continued pursuant to clause (C) above if the outstanding principal amount of such LIBOR Rate loan equals or exceeds $500,000 in the case a LIBOR Rate loan advanced under the First Line of Credit, or $1,000,000 in the case of a LIBOR Rate loan advanced under the Second Line of Credit; (y) no portion of the outstanding principal amount of any Loans advance may be converted to, or continued as, or be converted into, LIBO a LIBOR Rate Loans loan when any Default or Event of Default has occurred and is continuing. Each delivery ; and (z) no portion of the outstanding principal amount of any LIBOR Rate loan may be converted to a LIBOR Rate loan of a Continuationdifferent duration if such LIBOR Rate loan relates to any Hedging Obligations unless the maturity of the relevant Hedging Obligations has been appropriately adjusted in a manner satisfactory to the Bank. The Borrower shall deliver a notice of conversion/Conversion Notice continuation to the Bank, on a Business Day, no later than 10:00 a.m. (Boston time) at least two (2) and not more than five (5) Business Days in advance of the proposed conversion/continuation date. A notice of conversion/continuation shall, in the case of a conversion to, or continuation of, a LIBOR Rate loan, be irrevocable and shall constitute a certification and warranty be given by the Borrower to specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) whether the loan to be converted/continued is a First or Second Line of Credit loan, (iii) the amount of the First or Second Line of Credit loan to be converted/continued, (iv) (A) whether the First or Second Line of Credit loan to be converted/continued is a Prime Rate loan or a LIBOR Rate loan, and (B) whether the First or Second Line of Credit loan into which such First or Second Line of Credit loan is converted/continued is to be a Prime Rate loan or a LIBOR Rate loan, and (v) in the case of a conversion to, or a continuation of, a LIBOR Rate loan, the requested Interest Period. In lieu of delivering the above-described notice, the Borrower may give the Bank telephonic notice by the required time of any proposed conversion/continuation; PROVIDED that such notice shall be immediately confirmed in writing. If the Borrower fails to give such notice with respect to a LIBOR Rate loan at least two (2) Business Days before the last day of the then current Interest Period with respect thereto, the Borrower shall be deemed to have delivered to the Bank a notice to convert such LIBOR Rate loan into a Prime Rate loan and such LIBOR Rate loan shall, on such last day, automatically convert into a Prime Rate loan. Any notice of conversion/continuation given pursuant to this subsection shall be irrevocable on and after the date of delivery of such notice no Default has occurred and is continuing. If prior thereof to the time of such continuation or conversion any matter certified to by Bank, and the Borrower by reason of the immediately preceding sentence will not be true and correct at such time if then made, the Borrower will immediately so notify the Administrative Agent. Except to the extent, if any, that prior to the time of such continuation or conversion the Administrative Agent shall have received written notice to the contrary from the Borrower, such certification and warranty shall be deemed bound to be made at the date of such continuation convert or conversion as if then made. Upon the occurrence and during the continuance of any Event of Default under Section 8.1.1, each LIBO Rate Loan shall convert automatically to a Base Rate Loan at the end of the Interest Period then continue in effect for such LIBO Rate Loanaccordance therewith.

Continuation and Conversion Elections. By delivering a ------------------------------------- Continuation/Conversion Notice to the Administrative Agent on or before 12:00 Noon, New York City time, time on a Business Day, the Borrower may from time to time irrevocably elect that all, or any portion in an aggregate minimum amount of $5,000,000 and an integral multiple of $1,000,000 in excess thereof, of any Loans be (ai) on not less than three (3) Business Days' notice, converted into, or continued as, LIBO Rate Loans, or (bii) on the same Business Day, be converted into into, or continued as Base Rate Loans. In the absence of delivery of a Continuation/Conversion Notice with respect to any LIBO Rate Loan, such LIBO Rate Loan shall automatically be continued as a LIBO Rate Loan with an Interest Period of the same duration as the then expiring Interest Period; provided, -------- however, that (ix) each such conversion or continuation shall be pro rated among ------- the applicable outstanding Loans of all Lenders, (iiy) a LIBO Rate Loan may not be converted at any time other than the last day of the Interest Period applicable thereto and (iiiz) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Default or Event of Default under Section 9.1.1 has occurred and is continuing. Each delivery of ------------- a Continuation/Conversion Notice shall constitute a certification and warranty by the Borrower that on the date of delivery of such notice no Default has occurred and is continuing. If prior to the time of such continuation or conversion any matter certified to by the Borrower by reason of the immediately preceding sentence will not be true and correct at such time if then made, the Borrower will immediately so notify the Administrative Agent. Except to the extent, if any, that prior to the time of such continuation or conversion the Administrative Agent shall have received written notice to the contrary from the Borrower, such certification and warranty shall be deemed to be made at the date of such continuation or conversion as if then made. Upon the occurrence and during the continuance of any Event of Default under Section 8.1.19.1.1, each LIBO ------------- Rate Loan shall convert automatically to a Base Rate Loan at the end of the Interest Period then in effect for such LIBO Rate Loan.

Continuation and Conversion Elections. By delivering a Continuation/Continuation/ Conversion Notice to the Administrative Agent on or before 12:00 Noon1:00 p.m., New York City time, on a Business Day, the Borrower may from time to time irrevocably elect elect, on not less than one (1) Business Day's notice in the case of any Loans that are to be continued as, or converted into Base Rate Loans, or three (3) Business Days' notice in the case of any Loans that are to be continued as, or converted into, LIBO Rate Loans, that all, or any portion in an aggregate minimum amount of $5,000,000 3,000,000 and in integral multiples of $500,000 in excess thereof, in the case of any Loans that are to be continued as, or converted into, LIBO Rate Loans, or an aggregate minimum amount of $3,000,000 and an integral multiple of $1,000,000 500,000 in excess thereof, in the case of any Loans that are to be (a) on not less than three (3) Business Days' noticecontinued as, or converted into, Base Rate Loans, be, in the case of Base Rate Loans, converted into LIBO Rate Loans or continued asas Base Rate Loans, or be, in the case of LIBO Rate Loans, or (b) on the same Business Day, be converted into Base Rate Loans. In Loans or continued as LIBO Rate Loans (in the absence of delivery of a Continuation/Conversion Notice with respect to any LIBO Rate LoanLoan at least three (3) Business Days before the last day of the then-current Interest Period with respect thereto, such LIBO Rate Loan shall shall, on such last day, automatically be continued as a LIBO Rate Loan with having an Interest Period of the same duration as the then expiring Interest Periodone (1) month); provided, however, that (ix) each such conversion or continuation shall be pro rated prorated among the applicable outstanding Loans of all Lenders, and (iiy) if any Event of Default is in existence at the applicable time of any proposed continuation of, or conversion into, any LIBO Rate Loans, the Borrower may not elect to have a Loan converted into or continued as a LIBO Rate Loan may not and any outstanding LIBO Rate Loans shall be automatically converted at any time other than on the last day of the current Interest Period applicable thereto and (iii) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO into Base Rate Loans when any Default or Event of Default has occurred and is continuingLoans. Each delivery of a Continuation/Conversion Notice shall constitute a certification and warranty by the Borrower that on the date of delivery of such notice no Default has occurred and is continuing. If prior to the time of such continuation or conversion any matter certified to by the Borrower by reason of the immediately preceding sentence will not be true and correct at such time if then made, the Borrower will immediately so notify the Administrative Agent. Except to the extent, if any, that prior to the time of such continuation or conversion the Administrative Agent shall have received written give each Lender prompt notice to the contrary from the Borrower, such certification and warranty shall be deemed to be made at the date of such continuation or conversion as if then made. Upon the occurrence and during the continuance of any Event such proposed conversion affecting any of Default under Section 8.1.1, each LIBO Rate Loan shall convert automatically to a Base Rate Loan at the end of the Interest Period then in effect for such LIBO Rate Loanits Loans.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 12:00 Noon1:00 p.m., New York City time, on a Business Day, the Borrower may from time to time irrevocably elect elect, on not less than one (1) Business Day’s notice in the case of any Revolving Loans that are to be continued as, or converted into Base Rate Loans, or three (3) Business Days’ notice in the case of any Revolving Loans that are to be continued as, or converted into, LIBO Rate Loans, that all, or any portion in an aggregate minimum amount of $5,000,000 3,000,000 and in integral multiples of $500,000 in excess thereof, in the case of any Revolving Loans that are to be continued as, or converted into, LIBO Rate Loans, or an aggregate minimum amount of $3,000,000 and an integral multiple of $1,000,000 500,000 in excess thereof, in the case of any Revolving Loans that are to be (a) on not less than three (3) Business Days' noticecontinued as, or converted into, Base Rate Loans, be, in the case of Base Rate Loans, converted into LIBO Rate Loans or continued asas Base Rate Loans, or be, in the case of LIBO Rate Loans, or (b) on the same Business Day, be converted into Base Rate Loans. In Loans or continued as LIBO Rate Loans (in the absence of delivery of a Continuation/Conversion Notice with respect to any LIBO Rate LoanLoan at least three (3) Business Days before the last day of the then-current Interest Period with respect thereto, such LIBO Rate Loan shall shall, on such last day, automatically be continued as a LIBO Rate Loan with having an Interest Period of the same duration as the then expiring Interest Periodone (1) month); provided, however, that (ix) each such conversion or continuation shall be pro rated among the applicable outstanding Revolving Loans of all Lenders, and (iiy) if any Event of Default is in existence at the applicable time of any proposed continuation of, or conversion into, any LIBO Rate Loans, the Borrower may not elect to have a Revolving Loan converted into or continued as a LIBO Rate Loan may not and any outstanding LIBO Rate Loans shall be automatically converted at any time other than on the last day of the current Interest Period applicable thereto and (iii) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO into Base Rate Loans when any Default or Event of Default has occurred and is continuingLoans. Each delivery of a Continuation/Conversion Notice shall constitute a certification and warranty by the Borrower that on the date of delivery of such notice no Default has occurred and is continuing. If prior to the time of such continuation or conversion any matter certified to by the Borrower by reason of the immediately preceding sentence will not be true and correct at such time if then made, the Borrower will immediately so notify the Administrative Agent. Except to the extent, if any, that prior to the time of such continuation or conversion the Administrative Agent shall have received written give each Lender prompt notice to the contrary from the Borrower, such certification and warranty shall be deemed to be made at the date of such continuation or conversion as if then made. Upon the occurrence and during the continuance of any Event such proposed conversion affecting any of Default under Section 8.1.1, each LIBO Rate Loan shall convert automatically to a Base Rate Loan at the end of the Interest Period then in effect for such LIBO Rate Loanits Loans.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 12:00 Noon1:00 p.m., New York City time, on a Business Day, the Borrower may from time to time irrevocably elect elect, on not less than one (1) Business Day’s notice in the case of any Revolving Loans that are to be continued as, or converted into Base Rate Loans, or three (3) Business Days’ notice in the case of any Revolving Loans that are to be continued as, or converted into, LIBO Rate Loans, that all, or any portion in an aggregate minimum amount of $5,000,000 3,000,000 and in integral multiples of $500,000 in excess thereof, in the case of any Revolving Loans that are to be continued as, or converted into, LIBO Rate Loans, or an aggregate minimum amount of $3,000,000 and an integral multiple of $1,000,000 500,000 in excess thereof, in the case of any Revolving Loans that are to be (a) on not less than three (3) Business Days' noticecontinued as, or converted into, Base Rate Loans, be, in the case of Base Rate Loans, converted into LIBO Rate Loans or continued asas Base Rate Loans, or be, in the case of LIBO Rate Loans, or (b) on the same Business Day, be converted into Base Rate Loans. In Loans or continued as LIBO Rate Loans (in the absence of delivery of a Continuation/Conversion Notice with respect to any LIBO Rate LoanLoan at least three (3) Business Days before the last day of the then-current Interest Period with respect thereto, such LIBO Rate Loan shall shall, on such last day, automatically be continued as a LIBO Rate Loan with having an Interest Period of the same duration as the then expiring Interest Periodone (1) month); provided, however, that (ix) each such conversion or continuation shall be pro rated prorated among the applicable outstanding Revolving Loans of all Lenders, and (iiy) if any Event of Default is in existence at the applicable time of any proposed continuation of, or conversion into, any LIBO Rate Loans, the Borrower may not elect to have a Revolving Loan converted into or continued as a LIBO Rate Loan may not and any outstanding LIBO Rate Loans shall be automatically converted at any time other than on the last day of the current Interest Period applicable thereto and (iii) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO into Base Rate Loans when any Default or Event of Default has occurred and is continuingLoans. Each delivery of a Continuation/Conversion Notice shall constitute a certification and warranty by the Borrower that on the date of delivery of such notice no Default has occurred and is continuing. If prior to the time of such continuation or conversion any matter certified to by the Borrower by reason of the immediately preceding sentence will not be true and correct at such time if then made, the Borrower will immediately so notify the Administrative Agent. Except to the extent, if any, that prior to the time of such continuation or conversion the Administrative Agent shall have received written give each Lender prompt notice to the contrary from the Borrower, such certification and warranty shall be deemed to be made at the date of such continuation or conversion as if then made. Upon the occurrence and during the continuance of any Event such proposed conversion affecting any of Default under Section 8.1.1, each LIBO Rate Loan shall convert automatically to a Base Rate Loan at the end of the Interest Period then in effect for such LIBO Rate Loanits Loans.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 12:00 Noon, New York City time, on a Business Day, the Borrower may from time to time irrevocably elect that all, or any portion in an aggregate minimum amount of $5,000,000 and an integral multiple of $1,000,000 in excess thereof, of any Loans be (a) on not less than three (3) Business Days' notice, converted into, or continued as, LIBO Rate Loans, or (b) on the same Business Day, be converted into into, Base Rate Loans. In the absence of delivery of a Continuation/Conversion Notice with respect to any LIBO Rate Loan, such LIBO Rate Loan shall automatically be continued as a LIBO Rate Loan with an Interest Period of the same duration as the then expiring Interest Period; provided, however, that (i) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders, (ii) a LIBO Rate Loan may not be converted at any time other than the last day of the Interest Period applicable thereto and (iii) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Default or Event of Default has occurred and is continuing. Each delivery of a Continuation/Conversion Notice shall constitute a certification and warranty by the Borrower that on the date of delivery of such notice no Default has occurred and is continuing. If prior to the time of such continuation or conversion any matter certified to by the Borrower by reason of the immediately preceding sentence will not be true and correct at such time if then made, the Borrower will immediately so notify the Administrative Agent. Except to the extent, if any, that prior to the time of such continuation or conversion the Administrative Agent shall have received written notice to the contrary from the Borrower, such certification and warranty shall be deemed to be made at the date of such continuation or conversion as if then made. Upon the occurrence and during the continuance of any Event of Default under Section 8.1.1, each LIBO Rate Loan shall convert automatically to a Base Rate Loan at the end of the Interest Period then in effect for such LIBO Rate Loan.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 12:00 Noon, New York City time, time on a Business Day, the Borrower may from time to time irrevocably elect that all, or any portion in an aggregate minimum amount of $5,000,000 10,000,000 and an integral multiple of $1,000,000 in excess thereof, of any Loans be (ai) on not less than three (3) Business Days' notice, converted into, or continued as, LIBO Rate Loans, or (bii) on the same Business Day, be converted into into, or continued as Base Rate Loans. In the absence of delivery of a Continuation/Conversion Notice with respect to any LIBO Rate Loan, such LIBO Rate Loan shall automatically be continued as a LIBO Rate Loan with an Interest Period of the same duration as the then expiring Interest Period; providedPROVIDED, howeverHOWEVER, that (ix) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders, (iiy) a LIBO Rate Loan may not be converted at any time other than the last day of the Interest Period applicable thereto and (iiiz) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Default or Event of Default under SECTION 9.1.1 has occurred and is continuing. Each delivery of a Continuation/Conversion Notice shall constitute a certification and warranty by the Borrower that on the date of delivery of such notice no Default has occurred and is continuing. If prior to the time of such continuation or conversion any matter certified to by the Borrower by reason of the immediately preceding sentence will not be true and correct at such time if then made, the Borrower will immediately so notify the Administrative Agent. Except to the extent, if any, that prior to the time of such continuation or conversion the Administrative Agent shall have received written notice to the contrary from the Borrower, such certification and warranty shall be deemed to be made at the date of such continuation or conversion as if then made. Upon the occurrence and during the continuance of any Event of Default under Section 8.1.1SECTION 9.1.1, each LIBO Rate Loan shall convert automatically to a Base Rate Loan at the end of the Interest Period then in effect for such LIBO Rate Loan.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 12:00 Noon, a.m. (New York City time, ) on a Business Day, the Borrower may from time to time irrevocably elect elect, on not less than one Business Day's notice in the case of Base Rate Loans, or three Business Days' notice in the case of LIBO Rate Loans, and in either case not more than five Business Days' notice, that all, all or any portion (in an aggregate minimum amount with respect to continuations of $5,000,000 and an integral multiple of $1,000,000 in excess thereof, of any Loans be (a) on not less than three (3) Business Days' notice, converted into, or continued as, conversions into LIBO Rate Loans, or prior to the Syndication Date equal to the product of (bi) the number of Lenders on the same Business Daydate the relevant Continuation/ Conversion Notice is delivered to the Agent multiplied by (ii) $500,000 and in integral multiples in excess thereof of $100,000, be and from and after the Syndication Date equal to the product of (x) the number of Lenders on the Syndication Date multiplied by (y) $500,000 and in integral multiples in excess thereof of $100,000) be, in the case of Base Rate Loans, converted into LIBO Rate Loans or be, in the case of LIBO Rate Loans, converted into Base Rate Loans. In Loans or continued as LIBO Rate Loans (in the absence of delivery of a Continuation/Conversion Notice with respect to any LIBO Rate LoanLoan at least three Business Days (but not more than five Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall shall, on such last day, automatically be continued as convert to a LIBO Base Rate Loan with an Interest Period of the same duration as the then expiring Interest PeriodLoan); provided, however, that (ia) each such conversion or continuation shall be pro rated prorated among the applicable outstanding Revolving Loans of all Lenders, (ii) a LIBO Rate Loan may not be converted at any time other than the last day of the Interest Period applicable thereto and (iiib) no portion of the outstanding principal amount of any Revolving Loans may be continued as, or be converted into, LIBO Rate Loans when any Default or Event of Default has occurred and is continuing. Each delivery of a Continuation/Conversion Notice shall constitute a certification , unless the Required Lenders otherwise agree in writing and warranty by (c) no Loans may be continued as, or be converted into, LIBO Rate Loans after the Borrower day that on the date of delivery of such notice no Default has occurred and is continuing. If one month prior to the time of such continuation Maturity Date or conversion any matter certified to by Revolving Loan Commitment Termination Date, as the Borrower by reason of the immediately preceding sentence will not be true and correct at such time if then made, the Borrower will immediately so notify the Administrative Agent. Except to the extent, if any, that prior to the time of such continuation or conversion the Administrative Agent shall have received written notice to the contrary from the Borrower, such certification and warranty shall be deemed to be made at the date of such continuation or conversion as if then made. Upon the occurrence and during the continuance of any Event of Default under Section 8.1.1, each LIBO Rate Loan shall convert automatically to a Base Rate Loan at the end of the Interest Period then in effect for such LIBO Rate Loancase may be.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 12:00 Noon1:00 p.m., New York City time, on a Business Day, the Borrower may from time to time irrevocably elect elect, on not less than one (1) Business Days’ notice in the case of any Revolving Loans that are to be continued as, or converted into Base Rate Loans, or three (3) Business Days’ notice in the case of any Revolving Loans that are to be continued as, or converted into, LIBO Rate Loans, that all, or any portion in an aggregate minimum amount of $5,000,000 3,000,000 and in integral multiples of $500,000 in excess thereof, in the case of any Revolving Loans that are to be continued as, or converted into, LIBO Rate Loans, or an aggregate minimum amount of $3,000,000 and an integral multiple of $1,000,000 500,000 in excess thereof, in the case of any Revolving Loans that are to be (a) on not less than three (3) Business Days' noticecontinued as, or converted into, Base Rate Loans, be, in the case of Base Rate Loans, converted into LIBO Rate Loans or continued asas Base Rate Loans, or be, in the case of LIBO Rate Loans, or (b) on the same Business Day, be converted into Base Rate Loans. In Loans or continued as LIBO Rate Loans (in the absence of delivery of a Continuation/Conversion Notice with respect to any LIBO Rate LoanLoan at least three (3) Business Days before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall shall, on such last day, automatically be continued as a LIBO Rate Loan with having an Interest Period of the same duration as the then expiring Interest Periodone (1) month); provided, however, that (ix) each such conversion or continuation shall be pro rated among the applicable outstanding Revolving Loans of all Lenders, and (iiy) if any Event of Default is in existence at the applicable time of any proposed continuation of, or conversion into, any LIBO Rate Loans, the Borrower may not elect to have a Revolving Loan converted into or continued as a LIBO Rate Loan may not and any outstanding LIBO Rate Loans shall be automatically converted at any time other than on the last day of the current Interest Period applicable thereto and into Base Rate Loans. No more than five (iii5) no portion of the outstanding principal amount of any LIBO Rate Loans may be continued as, or be converted into, LIBO Rate Loans when outstanding at any Default or Event of Default has occurred and is continuing. Each delivery of a Continuation/Conversion Notice shall constitute a certification and warranty by time during the Borrower that on the date of delivery of such notice no Default has occurred and is continuing. If prior to the time of such continuation or conversion any matter certified to by the Borrower by reason term of the immediately preceding sentence will not be true and correct at such time if then made, the Borrower will immediately so notify the Administrative AgentLoan. Except to the extent, if any, that prior to the time of such continuation or conversion the Administrative Agent shall have received written give each Lender prompt notice to the contrary from the Borrower, such certification and warranty shall be deemed to be made at the date of such continuation or conversion as if then made. Upon the occurrence and during the continuance of any Event such proposed conversion affecting any of Default under Section 8.1.1, each LIBO Rate Loan shall convert automatically to a Base Rate Loan at the end of the Interest Period then in effect for such LIBO Rate Loanits Loans.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 12:00 Noonnoon, New York City time, on a Business Day, the Borrower may from time to time irrevocably elect elect, on not less than one Business Day’s notice in the case of Base Rate Loans, or three Business Days’ notice in the case of LIBO Rate Loans, and in either case not more than five Business Days’ notice, that all, or any portion in an aggregate minimum amount of $5,000,000 1,000,000 and an integral multiple of $1,000,000 (except in excess thereofconnection with the continuation or conversion of the entire amount of the relevant Borrowing) be, in the case of any Loans be (a) on not less than three (3) Business Days' noticeBase Rate Loans, converted into, or continued as, into LIBO Rate Loans, or (b) on in the same Business Daycase of LIBO Rate Loans, be converted into Base Rate Loans. In Loans or continued as LIBO Rate Loans (in the absence of delivery of a Continuation/Conversion Notice with respect to any LIBO Rate LoanLoan at least three Business Days (but not more than five Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall shall, on such last day, automatically be continued as convert to a one-month LIBO Rate Loan with an Interest Period of the same duration as the then expiring Interest PeriodLoan); providedprovided that, however, that (ia) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all LendersLenders that have made such Loans, (ii) a LIBO Rate Loan may not be converted at any time other than the last day of the Interest Period applicable thereto and (iiib) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Default or Event of Default Borrowing Base Deficiency has occurred and is continuing. Each delivery such irrevocable request may be made by telephone confirmed promptly by hand delivery, electronic mail or facsimile to the Administrative Agent of a the applicable Continuation/Conversion Notice shall constitute a certification and warranty by the Borrower that on the date Notice. The conversion of delivery of such notice no Default has occurred and is continuing. If prior to the time of such continuation or conversion any matter certified to by the Borrower by reason of the immediately preceding sentence will not be true and correct at such time if then made, the Borrower will immediately so notify the Administrative Agent. Except to the extent, if any, that prior to the time of such continuation or conversion the Administrative Agent shall have received written notice to the contrary from the Borrower, such certification and warranty shall be deemed to be made at the date of such continuation or conversion as if then made. Upon the occurrence and during the continuance of any Event of Default under Section 8.1.1, each LIBO Rate Loan shall convert automatically to a Base Rate Loan at the end into a LIBO Rate Loan or a LIBO Rate Loan into a Base Rate Loan shall not effect a novation of the Interest Period then in effect for such LIBO Rate LoanLoan so converted.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 12:00 Noon10:00 a.m., New York City time, on a Business Day, the Borrower may from time to time irrevocably elect elect, on not less than one Business Days' notice in the case of any Loans that are to be converted into Base Rate Loans, or three Business Days' notice in the case of any Loans that are to be continued as, or converted into, LIBO Rate Loans, and in either case not more than five Business Days' notice, that all, or any portion in an aggregate minimum amount of $5,000,000 and an integral multiple of $1,000,000 250,000, in excess thereof, the case of any Loans that are to be (a) on not less than three (3) Business Days' noticecontinued as, or converted into, or continued as, LIBO Rate Loans, or (b) on an aggregate minimum amount of $5,000,000 and an integral multiple of $250,000, in the same Business Day, case of any Loans that are to be converted into Base Rate Loans. In , be, in the case of Base Rate Loans, converted into LIBO Rate Loans or be, in the case of LIBO Rate Loans, converted into Base Rate Loans or continued as LIBO Rate Loans (in the absence of delivery of a Continuation/Conversion Notice with respect to any LIBO Rate LoanLoan at least three Business Days (but not more than five Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall shall, on such last day, automatically be continued as a LIBO Rate Loan with having an Interest Period of the same duration as the then expiring Interest Periodone month); providedPROVIDED, howeverHOWEVER, that (ix) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all LendersLenders that have made such Loans, and (iiy) if any Default is in existence at the applicable time of any proposed continuation of, or conversion into, any LIBO Rate Loans and the Administrative Agent has, or the Required Lenders have, determined in its or their sole discretion not to permit such continuation or conversion and have notified the Borrower telephonically or in writing thereof, the Borrower may not elect to have a Loan converted into or continued as a LIBO Rate Loan may not and any outstanding LIBO Rate Loans shall be automatically converted at any time other than on the last day of the current Interest Period applicable thereto and (iii) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Default or Event of Default has occurred and is continuing. Each delivery of a Continuation/Conversion Notice shall constitute a certification and warranty by the Borrower that on the date of delivery of such notice no Default has occurred and is continuing. If prior to the time of such continuation or conversion any matter certified to by the Borrower by reason of the immediately preceding sentence will not be true and correct at such time if then made, the Borrower will immediately so notify the Administrative Agent. Except to the extent, if any, that prior to the time of such continuation or conversion the Administrative Agent shall have received written notice to the contrary from the Borrower, such certification and warranty shall be deemed to be made at the date of such continuation or conversion as if then made. Upon the occurrence and during the continuance of any Event of Default under Section 8.1.1, each LIBO Rate Loan shall convert automatically to into a Base Rate Loan at the end of the Interest Period then in effect for such LIBO Rate Loan.