Common use of Continuation and Conversion Options Clause in Contracts

Continuation and Conversion Options. The Borrower may elect from time to time to convert its outstanding Loans from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis by giving the Lender (i) irrevocable notice of an election to convert Loans to Base Rate Loans and (ii) at least three (3) LIBO Business Days' prior irrevocable notice of an election to convert Loans to LIBO Rate Loans, PROVIDED that any conversion of Loans other than Base Rate Loans shall only be made on the last day of an Interest Period with respect thereto, PROVIDED, FURTHER that no Loan may be converted to a Loan other than a Base Rate Loan so long as an Event of Default or Potential Event of Default has occurred and is continuing. The Borrower may elect from time to time to continue its outstanding Loans other than Base Rate Loans upon the expiration of the Interest Period(s) applicable thereto by giving to the Lender at least three (3) LIBO Business Days' prior irrevocable notice of continuation of a LIBO Rate Loan and the succeeding Interest Period(s) of such continued Loan or Loans will commence on the last day of the Interest Period of the Loan to be continued, PROVIDED that no Loan may be continued as a Loan other than a Base Rate Loan so long as an Event of Default or Potential Event of Default has occurred and is continuing. Each notice electing to convert or continue a Loan shall specify: (i) the proposed conversion/continuation date; (ii) the amount of the Loan to be converted/continued; (iii) the nature of the proposed continuation/conversion; and (iv) in the case of a conversion to, or continuation of, a Loan other than a Base Rate Loan, the requested Interest Period, and shall certify that no Event of Default or Potential Event of Default has occurred and is continuing. On the date on which such conversion or continuation is being made the Lender shall take such action as is necessary to effect such conversion or continuation. In the event that no notice of continuation or conversion is received by the Lender with respect to outstanding Loans other than Base Rate Loans, upon expiration of the Interest Period(s) applicable thereto, such Loans shall convert to Base Rate Loans. Subject to the limitations set forth in this Section and in the definition of Interest Period, all or any part of outstanding Loans may be converted or continued as provided herein.

Continuation and Conversion Options. (a) The Borrower may elect from time to time time, by delivery to Agent of a Conversion/Continuation Request, to convert any of its outstanding Loans from of any Class to a Loan of the same Class but of another Type and such Loans bearing shall thereafter bear interest at as a rate determined by reference to one basis to Loans bearing interest at Base Rate Loan or a rate determined by reference to an alternative basis by giving the Lender LIBOR Rate Loan, as applicable; provided that (i) irrevocable with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least one (1) Business Day’s prior written notice of an election to convert Loans to Base Rate Loans such election, and (ii) at least three (3) LIBO Business Days' prior irrevocable notice of an election to convert Loans to LIBO Rate Loans, PROVIDED that any such conversion of Loans other than Base Rate Loans shall only be made on the last day of an the Interest Period with respect theretoto such LIBOR Rate Loan unless Borrower pays Breakage Costs as required under this Agreement; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan or any continuation of a LIBOR Rate Loan, PROVIDEDBorrower shall give the Agent at least three (3) Business Days’ prior written notice of such election and the Interest Period requested for such Loan, FURTHER that the principal amount of the Loan to be so converted or continued shall be in a minimum aggregate amount of $1,000,000 or an integral multiple of $250,000 in excess thereof, and, after giving effect to the making of such Loan, there shall be no more than six (6) LIBOR Rate Loans and one (1) Base Rate Loan outstanding at any one time; (iii) no Loan may be converted to into or continued as a Loan other than a Base LIBOR Rate Loan so long as an Event of Default or Potential when any Event of Default has occurred and is continuing. The Borrower may elect from time to time to continue its outstanding Loans other than Base Rate Loans upon the expiration of the Interest Period(s) applicable thereto by giving to the Lender at least three (3) LIBO Business Days' prior irrevocable notice of continuation of a LIBO Rate Loan and the succeeding Interest Period(s) of such continued Loan or Loans will commence on the last day of the Interest Period of the Loan to be continued, PROVIDED that no Loan may be continued as a Loan other than a Base Rate Loan so long as an Event of Default or Potential Event of Default has occurred and is continuing. Each notice electing to convert or continue a Loan shall specify: (i) the proposed conversion/continuation date; (ii) the amount of the Loan to be converted/continued; (iii) the nature of the proposed continuation/conversion; and (iv) in the case of unless otherwise specified herein, no conversion from a conversion to, or continuation of, a LIBOR Rate Loan other than to a Base Rate Loan, Loan may be made other than at the requested end of the applicable Interest Period, and shall certify that no Event of Default or Potential Event of Default has occurred and is continuing. On the date on which such conversion or continuation is being made the Lender shall take such action as is necessary to effect such conversion or continuation. In the event that no notice of continuation or conversion is received by the Lender with respect to outstanding Loans other than Base Rate Loans, upon expiration of the Interest Period(s) applicable thereto, such Loans shall convert to Base Rate Loans. Subject to the limitations set forth in this Section and in the definition of Interest Period, all All or any part of the outstanding Loans of a Class of any Type may be converted or continued as provided herein, provided that no partial conversion shall result in a Base Rate Loan in a principal amount of less than $1,000,000 or an integral multiple of $250,000 or a LIBOR Rate Loan in a principal amount of less than $1,000,000 or an integral multiple of $250,000. Each Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan or a continuation of a LIBOR Rate Loan shall be irrevocable by the Borrower.

Continuation and Conversion Options. The Borrower may elect from time to time to convert its outstanding Loans from Loans tions bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis by giving the Lender Agent (i) irrevocable notice of an election to convert Eurodollar Rate Loans to Base Rate Loans and (ii) at least three (3) LIBO Eurodollar Business Days' prior irrevocable notice of an election to convert Base Rate Loans to LIBO Eurodollar Rate Loans, PROVIDED ; provided that any conversion of Loans other than Base Eurodollar Rate Loans shall only be made on the last day of an Interest Period with respect thereto; provided, PROVIDED, FURTHER further that no Base Rate Loan may be converted to a Loan other than a Base Eurodollar Rate Loan so long as an Event of Default or Potential Event of Default has occurred and is continuing. The Borrower may elect from time to time to continue its outstanding Loans other than Base Eurodollar Rate Loans upon the expiration of the Interest Period(s) applicable thereto by giving to the Lender Agent at least three (3) LIBO Eurodollar Business Days' prior irrevocable notice of continuation of a LIBO Eurodollar Rate Loan and the succeeding Interest Period(s) of such continued Loan or Loans will commence on the last day of the Interest Period of the Loan to be continued, PROVIDED ; provided that no Eurodollar Rate Loan may be continued as a Loan other than a Base Eurodollar Rate Loan so long as an Event of Default or Potential Event of Default has occurred and is continuing. Each notice electing to convert or continue a Loan shall specify: (i) the proposed conversion/continuation date; (ii) the amount of the Loan to be converted/continued; (iii) the nature of the proposed continuation/conversion; and (iv) in the case of a conversion to, or continuation of, of a Loan other than a Base Eurodollar Rate Loan, the requested Interest Period; and (v) whether the Loan is a Revolving Loan or Term Loan, and shall certify that no Event of Default or Potential Event of Default has occurred and is continuing. On the date on which such conversion or continuation is being made the Lender made, each Bank shall take such action as is necessary to effect such conversion or continuation. In the event that no notice of continuation or conversion is received by the Lender Agent with respect to outstanding Loans other than Base Eurodollar Rate Loans, upon expiration of the Interest Period(s) applicable thereto, such Loans shall convert to Base Rate Loans. Subject to the limitations set forth in this Section and in the definition of Interest Period, all or any part of outstanding Loans may be converted or continued as provided herein; provided that partial conversions or continuations of any Base Rate Loan to a Eurodollar Rate Loan shall be in an aggregate minimum amount of $2,000,000 and in an integral multiple of $500,000 thereafter and any conversion of a Eurodollar Rate Loan to a Base Rate Loan shall be in an aggregate minimum amount of $1,000,000 and in an integral multiple of $100,000. A notice of conversion/continuation shall be irrevocable, may be given orally (including telephonically), and shall be promptly confirmed by a notice of conversion/continuation in writing substantially in the form of Exhibit G on the same Business Day, or in writing substantially in the form of Exhibit G (including facsimile transmission) and any conflict regarding a notice or between an oral notice and a written notice applicable to the same Loan shall be conclusively determined in the absence of manifest error by the Agent's books and records. The Agent's failure to receive any written notice of a particular Loan shall not relieve the Borrower of its obligations to repay the Loan made and to pay interest thereon. The Agent shall not incur any liability to the Borrower in acting upon any notice which the Agent believes in good faith to have been given by a Person duly authorized to borrow on behalf of the Borrower.

Continuation and Conversion Options. The Borrower may elect from ----------------------------------- time to time to convert its outstanding Loans from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis by giving the Lender Agent irrevocable notice prior to 10:00 A.M. San Francisco time (i) irrevocable notice of at least one (1) Business Day prior to an election to convert Loans to Base Rate Loans and (ii) at least three (3) LIBO Business Days' prior irrevocable notice of an election to convert Loans to LIBO Rate Loans, PROVIDED provided that any conversion of Loans other than Base Rate -------- Loans shall only be made on the last day of an Interest Period with respect thereto, PROVIDEDprovided, FURTHER further that no Loan may be converted to a Loan other than a -------- ------- Base Rate Loan so long as an Event of Default or Potential Event of Default has occurred and is continuing. The Borrower may elect from time to time to continue its outstanding Loans other than Base Rate Loans upon the expiration of the Interest Period(s) applicable thereto by giving to the Lender Agent at least three (3) LIBO Business Days' prior irrevocable notice of continuation of a LIBO Rate Loan and the succeeding Interest Period(s) of such continued Loan or Loans will commence on the last day of the Interest Period of the Loan to be continued, PROVIDED provided that no Loan may be continued as a Loan other than a Base Rate Loan so -------- long as an Event of Default or Potential Event of Default has occurred and is continuing. Each notice electing to convert or continue a Loan shall be in the form of Exhibit C hereto, and shall specify: (i) the proposed --------- conversion/continuation date; (ii) the amount of the Loan to be converted/continued; (iii) the nature of the proposed continuation/conversion; and (iv) in the case of a conversion to, or continuation of, a Loan other than a Base Rate Loan, the requested Interest Period, and shall certify that no Event of Default or Potential Event of Default has occurred and is continuing. On the date on which such conversion or continuation is being made the each Lender shall take such action as is necessary to effect such conversion or continuation. In the event that no notice of continuation or conversion is received by the Lender Agent with respect to outstanding Loans other than Base Rate Loans, upon expiration of the Interest Period(s) applicable thereto, such Loans shall convert to Base Rate Loanscontinue with Interest Periods having the same duration as the expiring Interest Periods. Subject to the limitations set forth in this Section and in the definition of Interest Period, all or any part of outstanding Loans may be converted or continued as provided herein, provided that partial conversions or -------- continuations with respect to Loans other than Base Rate Loans shall be in an aggregate minimum amount of $1,000,000.

Continuation and Conversion Options. The Borrower may elect from time to time to convert its outstanding Revolving Loans from Revolving Loans bearing interest at a rate determined by reference to one basis to Revolving Loans bearing interest at a rate determined by reference to an alternative basis by giving if Borrower gives the Lender Agent (ia) at any time irrevocable notice of an election to convert LIBOR Rate Loans to Base Rate Loans and (iib) at least three (3) LIBO LIBOR Business Days' Days prior irrevocable notice of an election to convert Base Rate Loans to LIBO LIBOR Rate Loans, PROVIDED provided that any conversion of LIBOR Rate Loans other than to Base Rate Loans shall only be made on the last day of an Interest Period with respect thereto, PROVIDED, FURTHER and provided further that no Base Rate Loan may be converted to a Loan other than a Base LIBOR Rate Loan so long as an Event of Default or Potential Event of Default has occurred and is continuing. The Borrower may elect from time to time to continue its outstanding Loans other than Base LIBOR Rate Loans upon the expiration of the Interest Period(s) applicable thereto by giving if Borrower gives to the Lender Agent irrevocable notice of continuation of such a LIBOR Rate at least three (3) LIBO LIBOR Business Days' Days prior irrevocable notice of continuation of a LIBO Rate Loan to the expiration thereof and the succeeding Interest Period(s) of such continued Loan or Loans will commence on the last day of the Interest Period of the Loan to be continued, PROVIDED that no Loan may be continued as a Loan other than a Base Rate Loan so long as an Event of Default or Potential Event of Default has not occurred and is not continuing. Each notice electing to convert or continue a Revolving Loan shall specify: (i) the proposed conversion/continuation date; (ii) the amount of the Revolving Loan to be converted/continued; (iii) the nature of the proposed continuation/conversion; and (iv) in the case of a conversion to, or continuation of, of a Loan other than a Base LIBOR Rate Loan, the requested Interest Period, and shall certify that no Event of Default or Potential Event of Default has occurred and is continuing. On the date on which such conversion or continuation is being made the Lender Agent shall take such action as is necessary to effect such conversion or continuation. In the event that no notice of continuation or conversion is received by the Lender Agent with respect to outstanding Loans other than Base LIBOR Rate Loans, upon expiration of the Interest Period(s) applicable thereto, such LIBOR Rate Loans shall convert to Base Rate Loans. Subject to the limitations set forth in this Section and in the definition of Interest Period, all or any part of outstanding Revolving Loans may be converted or continued as provided herein, provided that partial conversions or continuations shall be in an aggregate principal amount of not less than (A) $1,000,000 and in an integral multiple of $100,000 for a Revolving Loan consisting of a Base Rate Loan; (B) $1,000,000 and in an integral multiple of $500,000 above such amount for a LIBOR Rate Loan; and (C) the outstanding balance of the Revolving Loan being converted or continued.

Continuation and Conversion Options. The Borrower Borrowers may elect from time to time to convert its all or a portion of the outstanding Loans from Loans Term Loan bearing interest at a rate determined by reference to one basis to Loans a Term Loan bearing interest at a rate determined by reference to an alternative basis by giving the Lender Agent irrevocable notice in the form of Exhibit A not later than 11:00 a.m., New York time, (i) irrevocable notice of at least one (1) Business Day prior to an election to convert LIBO Rate Loans to Base Rate Loans and (ii) at least three five (35) LIBO Business Days' prior irrevocable notice of to an election to convert Base Rate Loans to LIBO Rate Loans, PROVIDED ; provided that any conversion of Loans other than Base LIBO Rate Loans shall only be made on the last day of an Interest Period with respect thereto; provided, PROVIDED, FURTHER further that no Base Rate Loan may be converted to a Loan other than a Base LIBO Rate Loan so long as an Event of Default or Potential Event of Default has occurred and is continuing. The Borrower Borrowers may elect from time to time to continue its their outstanding Loans other than Base LIBO Rate Loans upon the expiration of the Interest Period(s) applicable thereto by giving to the Lender Agent irrevocable notice in the form of Exhibit A not later than 11:00 a.m., New York time, at least three five (35) LIBO Business Days' prior irrevocable notice of to continuation of a LIBO Rate Loan Loan, and the succeeding Interest Period(s) of such continued LIBO Rate Loan or Loans will commence on the last day of the Interest Period of the LIBO Rate Loan to be continued, PROVIDED provided that no LIBO Rate Loan may be continued as a Loan other than a Base LIBO Rate Loan so long as an Event of Default or Potential Event of Default has occurred and is continuing. Each notice electing to convert or continue all or a portion of the Term Loan shall specify: (i) the proposed conversion/continuation date; (ii) the amount of the Term Loan to be converted/continued; (iii) the nature of the proposed continuation/conversion; and (iv) in the case of a conversion to, or continuation of, a Loan other than a Base Rate Loan, the requested Interest Period, and shall certify that no Event of Default or Potential Event of Default has occurred and is continuing. On the date on which such conversion or continuation is being made the Lender shall take such action as is necessary to effect such conversion or continuation. In the event that no notice of continuation or conversion is received by the Lender with respect to outstanding Loans other than Base Rate Loans, upon expiration of the Interest Period(s) applicable thereto, such Loans shall convert to Base Rate Loans. Subject to the limitations set forth in this Section and in the definition of Interest Period, all or any part of outstanding Loans may be converted or continued as provided herein.;

Continuation and Conversion Options. The Borrower may elect from time to time to convert its any outstanding Loans from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis by giving the Lender Agent (i) irrevocable notice in the form of Exhibit D of an election to convert Loans to Base Prime Rate Loans and (ii) at least three (3) LIBO Business Days' prior irrevocable notice of an election to convert Loans to LIBO Rate Loans, PROVIDED provided that any conversion of Loans other than Base Prime Rate Loans shall only be made on the last day of an Interest Period with respect thereto, PROVIDEDprovided, FURTHER further that no Loan may be converted to a Loan other than a Base Prime Rate Loan so long as an Event of Default or Potential Event of Default has occurred and is continuing. The Borrower may elect from time to time to continue its any outstanding Loans other than Base Prime Rate Loans upon the expiration of the Interest Period(s) applicable thereto by giving to the Lender Agent at least three (3) LIBO Business Days' prior irrevocable notice in the form of Exhibit D of continuation of a LIBO Rate Loan and the succeeding Interest Period(s) of such continued Loan or Loans will commence on the last day of the Interest Period of the Loan to be continued, PROVIDED provided that no Loan may be continued as a Loan other than a Base Prime Rate Loan so long as an Event of Default or Potential Event of Default has occurred and is continuing. Each notice electing to convert or continue a Loan shall be in the form of Exhibit D and shall specify: (i) the proposed conversion/continuation date; (ii) the amount of the Loan to be converted/continued; (iii) the nature of the proposed continuation/conversion; and (iv) in the case of a conversion to, or continuation of, a Loan other than a Base Prime Rate Loan, the requested Interest Period, and shall certify that no Event of Default or Potential Event of Default has occurred and is continuing. On the date on which such conversion or continuation is being made the each Lender shall take such action as is necessary to effect such conversion or continuation. In the event that no notice Notice of continuation Continuation or conversion Conversion is received by the Lender Agent with respect to outstanding Loans other than Base Prime Rate Loans, upon expiration of the Interest Period(s) applicable thereto, such Loans shall convert to Base Prime Rate Loans. Subject to the limitations set forth in this Section and in the definition of Interest Period, all or any part of outstanding Loans may be converted or continued as provided herein, provided that partial conversions or continuations with respect to Loans other than Prime Rate Loans shall be in an aggregate minimum amount of $1,000,000 and in an integral multiple of $250,000 in excess thereof.

Continuation and Conversion Options. The Any Borrower may elect from time ----------------------------------- to time to convert its outstanding Loans from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis by giving the Lender Agent (i) irrevocable written notice in the form of a Notice of Conversion/Continuation of an election to convert Eurodollar Rate Loans to Base Rate Loans and (ii) at least three (3) LIBO Eurodollar Business Days' prior irrevocable written notice in the form of a Notice of Conversion/Continuation of an election to convert Base Rate Loans to LIBO Eurodollar Rate Loans, PROVIDED provided that any conversion of Loans other than Base Eurodollar -------- Rate Loans shall only be made on the last day of an Interest Period with respect thereto, PROVIDEDprovided, FURTHER further that no Loan may be converted to a Loan other than a Base Eurodollar Rate -------- ------- Loan so long as an Event of Default or Potential Event of Default has occurred and is continuing. The Any Borrower may elect from time to time to continue its outstanding Loans other than Base Eurodollar Rate Loans upon the expiration of the Interest Period(s) applicable thereto by giving to the Lender Agent at least three (3) LIBO Eurodollar Business Days' prior irrevocable written notice of continuation in the form of a LIBO Notice of Conversion/Continuation of a Eurodollar Rate Loan and the succeeding Interest Period(s) of such continued Loan or Loans will commence on the last day of the Interest Period of the Loan to be continued, PROVIDED provided that no Loan may be -------- continued as a Loan other than a Base Eurodollar Rate Loan so long as an Event of Default or Potential Event of Default default has occurred and is continuing. Each notice electing to convert or continue a Loan shall be in the form of a Notice of Conversion/Continuation and shall specify: (i) the proposed conversion/continuation date; (ii) the amount of the Loan to be converted/continued; (iii) the nature of the proposed continuation/conversion; and (iv) in the case of a conversion to, or continuation of, a Loan other than a Base Eurodollar Rate Loan, the requested Interest Period, ; and (v) the Borrower electing to convert or continue the Loan; and shall certify that no Event of Default or Potential Event of Default has occurred and is continuing. On the date on which such conversion or continuation is being made the each Lender shall take such action as is necessary to effect such conversion or continuation. In the event that no notice of continuation or conversion is received by the Lender Agent with respect to outstanding Loans other than Base Eurodollar Rate Loans, upon expiration of the Interest Period(s) applicable thereto, such Loans shall convert to Base Rate Loans. Subject to the limitations set forth in this Section and in the definition of Interest Period, all or any part of outstanding Loans may be converted or continued as provided herein, provided that partial --------- conversions or continuations with respect to Eurodollar Rate Loans shall be in an aggregate minimum amount of $1,000,000 and in an integral multiple of $1,000,000 in excess hereof.

Continuation and Conversion Options. The Borrower may elect from time to time to convert its outstanding Loans from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis by giving the Lender (i) at least one Business Day's prior irrevocable notice of an election to convert Loans to Base Prime Rate Loans and (ii) at least three (3) LIBO LIBOR Business Days' prior irrevocable notice of an election to convert Loans to LIBO Rate LIBOR Loans, PROVIDED provided that any conversion of Loans other than Base Prime Rate Loans shall only be made on the last day of an Interest Period with respect thereto, PROVIDED, FURTHER provided further that no Loan may be converted to a Loan other than a Base Prime Rate Loan so long as an Event of Default or Potential Event of Default has occurred and is continuing. The Borrower may elect from time to time to continue its outstanding Loans other than Base Prime Rate Loans upon the expiration of the Interest Period(s) applicable thereto by giving to the Lender at least three (3) LIBO LIBOR Business Days' prior irrevocable notice of continuation of a LIBO Rate LIBOR Loan and the succeeding Interest Period(s) of such continued Loan or Loans will commence on the last day of the Interest Period of the Loan to be continued, PROVIDED provided that no Loan may be continued as a Loan other than a Base Prime Rate Loan so long as an Event of Default or Potential Event of Default has occurred and is continuing. Each notice electing to convert or continue a Loan shall specify: (i) the proposed conversion/continuation date; (ii) the amount of the Loan to be converted/continued; (iii) the nature of the proposed continuation/conversion; and (iv) in the case of a conversion to, or continuation of, of a Loan other than a Base Prime Rate Loan, the requested Interest Period, and shall certify that no Event of Default or Potential Event of Default has occurred and is continuing. On the date on which such conversion or continuation is being made the Lender shall take such action as is necessary to effect such conversion or continuation. In the event that no notice of continuation or conversion is received by the Lender with respect to outstanding Loans other than Base Prime Rate Loans, upon expiration of the Interest Period(s) applicable thereto, such Loans shall convert to Base Prime Rate Loans. Subject to the limitations set forth in this Section and in the definition of Interest Period, all or any part of outstanding Loans may be converted or continued as provided herein, provided that partial conversions or continuations with respect to Loans other than Prime Rate Loans shall be in an aggregate minimum amount of $500,000.

Continuation and Conversion Options. The Borrower may elect from time to time to convert its outstanding Loans from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis by giving the Lender Agent irrevocable notice (i) irrevocable notice of at least one (1) Business Day prior to an election to convert Loans to Base Rate Loans and (ii) at least three (3) LIBO Business Days' prior irrevocable notice of an election to convert Loans to LIBO Rate Loans, PROVIDED that any conversion of Loans other than Base Rate Loans shall only be made on the last day of an Interest Period with respect thereto, PROVIDED, FURTHER that no Loan may be converted to a Loan other than a Base Rate Loan so long as an Event of Default or Potential Event of Default has occurred and is continuing. The Borrower may elect from time to time to continue its outstanding Loans other than Base Rate Loans upon the expiration of the Interest Period(s) applicable thereto by giving to the Lender Agent at least three (3) LIBO Business Days' prior irrevocable notice of continuation of a LIBO Rate Loan and the succeeding Interest Period(s) of such continued Loan or Loans will commence on the last day of the Interest Period of the Loan to be continued, PROVIDED that no Loan may be continued as a Loan other than a Base Rate Loan so long as an Event of Default or Potential Event of Default has occurred and is continuing. Each notice electing to convert or continue a Loan shall be in the form of EXHIBIT E hereto, and shall specify: (i) the proposed conversion/continuation date; (ii) the amount of the Loan to be converted/continued; (iii) the nature of the proposed continuation/conversion; and (iv) in the case of a conversion to, or continuation of, a Loan other than a Base Rate Loan, the requested Interest Period, and shall certify that no Event of Default or Potential Event of Default has occurred and is continuing. On the date on which such conversion or continuation is being made the each Lender shall take such action as is necessary to effect such conversion or continuation. In the event that no notice of continuation or conversion is received by the Lender Agent with respect to outstanding Loans other than Base Rate Loans, upon expiration of the Interest Period(s) applicable thereto, such Loans shall convert to Base Rate Loans. Subject to the limitations set forth in this Section and in the definition of Interest Period, all or any part of outstanding Loans may be converted or continued as provided herein, PROVIDED that partial conversions or continuations with respect to Loans other than Base Rate Loans shall be in an aggregate minimum amount of $1,000,000.