Common use of Continuation/Conversion Clause in Contracts

Continuation/Conversion. The Borrower may elect from time to time to (a) continue any outstanding LIBOR Loan upon the expiration of the Interest Period applicable thereto as a LIBOR Loan by giving to the Lender at least two (2) LIBOR Business Days’ prior irrevocable written notice of continuation and the succeeding Interest Period of such continued Loan will commence on the last day of the Interest Period of the Loan to be continued, (b) convert any outstanding LIBOR Loan upon expiration of the Interest Period applicable thereto to a Prime Rate Loan by giving to the Lender at least one (1) Business Day’s prior irrevocable written notice of conversion and (c) convert any outstanding Prime Rate Loan to a LIBOR Loan by giving to the Lender at least two (2) LIBOR Business Days’ prior irrevocable written notice of conversion, provided that no Loan may be continued as a Loan other than a Prime Rate Loan if an Event of Default or Potential Event of Default has occurred and is continuing. Each such irrevocable written notice electing to continue or convert a Loan shall specify: (i) the proposed continuation or conversion date, (ii) the amount of the Loan to be continued or converted, (iii) the nature of the proposed continuation or conversion (including whether the converted Loan will be a LIBOR Loan or a Prime Rate Loan) and (iv) for Loans being continued as or converted to LIBOR Loans, 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 continuation or conversion is being made, the Lender shall take such action as is necessary to effect such continuation or conversion. In the event that no notice of continuation or conversion, or an incomplete notice of continuation or conversion, is received by the Lender with respect to outstanding LIBOR Loans, or if an Event of Default or Potential Event of Default has occurred and is continuing, then upon expiration of the Interest Period(s) applicable thereto, such Loans shall automatically convert to Prime Rate Loans.

Continuation/Conversion. The Borrower may elect from time to time to (a) continue any outstanding LIBOR Loan upon the expiration of the Interest Period applicable thereto as a LIBOR Loan by giving to the Lender at least two (2) LIBOR Business Days’ prior irrevocable written notice of continuation and the succeeding Interest Period of such continued Loan will commence on the last day of the Interest Period of the Loan to be continued, (b) convert any outstanding LIBOR Loan upon expiration of the Interest Period applicable thereto to a Prime Rate Loan by giving to the Lender at least one (1) Business Day’s prior irrevocable written notice of conversion and (c) convert any outstanding Prime Rate Loan to a LIBOR Loan by giving to the Lender at least two (2) LIBOR Business Days’ prior irrevocable written notice of conversion, provided that no Loan may be continued as a Loan other than a Prime Rate Loan if an Event of Default or Potential Event of Default has occurred and is continuing. Each such irrevocable written notice electing to continue or convert a Loan shall specify: (i) the proposed continuation or conversion date, (ii) the amount of the Loan to be continued or converted, (iii) the nature of the proposed continuation or conversion (including whether the converted Loan will be a LIBOR Loan or a Prime Rate Loan) and (iv) for Loans being continued as or converted to LIBOR Loans, 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 continuation or conversion is being made, the Lender shall take such action as is necessary to effect such continuation or conversion. In the event that no notice of continuation or conversion, or an incomplete notice of continuation or conversion, is received by the Lender with respect to outstanding LIBOR Loans, or then upon expiration of the Interest Period(s) applicable thereto, such Loans shall automatically be continued as LIBOR Loans with an Interest Period of one month; provided that if an Event of Default or Potential Event of Default has occurred and is continuing, then upon expiration of the Interest Period(s) applicable thereto, such Loans shall automatically convert to Prime Rate Loans.

Continuation/Conversion. The Subject to Sections 2.1 and 2.9 hereof, the ----------------------- ------------ --- Borrower may elect from shall have the option (i) to convert at any time all or any part of the outstanding Base Rate Advances to time to (a) continue LIBOR Advances and all or any part of the outstanding LIBOR Loan Advances to Base Rate Advances or (ii) upon the expiration of the any Interest Period applicable thereto to a LIBOR Advance, to continue all or any portion of such LIBOR Advance equal to $1,000,000 and integral multiples of $500,000 in excess of that amount as a LIBOR Loan by giving to the Lender at least two (2) LIBOR Business Days’ prior irrevocable written notice of continuation Advance and the succeeding Interest Period Period(s) of such continued Loan will LIBOR Advance shall commence on the last day of the Interest Period of the Loan LIBOR Advance to be continued; provided, however, (ba) convert any outstanding LIBOR Loan upon Advances may only be converted into Base Rate Advances on the expiration date of the Interest Period applicable thereto to a Prime Rate Loan by giving and (b) notwithstanding anything in this Agreement to the Lender at least one (1) Business Day’s prior irrevocable written notice of conversion and (c) convert any contrary, no outstanding Prime Rate Loan to a LIBOR Loan by giving to the Lender at least two (2) LIBOR Business Days’ prior irrevocable written notice of conversion, provided that no Loan Advance may be continued as as, or converted into, a Loan other than a Prime Rate Loan if an Event of LIBOR Advance when any Default or Potential Event of Default has occurred and is continuing. Each such At least three Business Days prior to a proposed conversion/continuation date, the Borrower, through an Authorized Signatory, shall give the Administrative Agent irrevocable written notice, or irrevocable telephonic notice electing followed immediately by written notice (provided, however, that the Borrower's failure to continue or convert a Loan confirm any telephonic notice in writing shall specify: not invalidate any notice so given), stating (i) the proposed conversion/continuation or conversion datedate (which shall be a Business Day), (ii) the amount of the Loan Advance to be continued or converted/continued, (iii) in the nature case of the proposed a conversion to, or a continuation or conversion (including whether the converted Loan will be of, a LIBOR Loan or a Prime Rate Loan) and (iv) for Loans being continued as or converted to LIBOR LoansAdvance, the requested Interest Period, and shall certify (iv) in the case of a conversion of a Base Rate Advance to a LIBOR Advance or continuation of a LIBOR Advance, stating that no Event of Default or Potential Event of Default has occurred and is continuing. On If the date on which such continuation or conversion is being madeBorrower shall fail to give any notice in accordance with this Section 2.2(d), the Lender Borrower shall take be deemed irrevocably to -------------- have requested that such action as is necessary LIBOR Advance be converted to effect a Base Rate Advance in the same principal amount. Notice shall be given to the Administrative Agent prior to 10:00 a.m., Dallas, Texas time, in order for such continuation or conversion. In Business Day to count toward the event that no notice minimum number of continuation or conversion, or an incomplete notice of continuation or conversion, is received by the Lender with respect to outstanding LIBOR Loans, or if an Event of Default or Potential Event of Default has occurred and is continuing, then upon expiration of the Interest Period(s) applicable thereto, such Loans shall automatically convert to Prime Rate LoansBusiness Days required.

Continuation/Conversion. The Term Loan shall initially be a Base Rate Loan, and each Revolving Loan shall initially be of the Type specified in the applicable request. Thereafter, the Borrower may elect from time to time to: (i) convert LIBOR Loans to (a) continue any outstanding LIBOR Loan upon the expiration of the Interest Period applicable thereto as a LIBOR Loan Base Rate Loans by giving the Bank irrevocable notice of such election no later than 11:00 a.m. one (1) Business Day prior to the Lender at least two (2) LIBOR Business Days’ prior irrevocable written notice of continuation and the succeeding Interest Period date of such continued Loan will commence conversion; provided that any such conversion of LIBOR Loans may be made only on the last day of the Interest Period applicable thereto; (ii) convert Base Rate Loans to LIBOR Loans by giving the Bank irrevocable notice of such election no later than 11:00 a.m. three (3) Business Days prior to the date of such conversion (which notice shall specify the length of the Loan to be continued, (b) convert any outstanding LIBOR Loan upon expiration of the initial Interest Period applicable thereto to a Prime thereto); provided that no Base Rate Loan by giving to the Lender at least one (1) Business Day’s prior irrevocable written notice of conversion and (c) convert any outstanding Prime Rate Loan may be converted to a LIBOR Loan by giving to the Lender at least two (2) LIBOR Business Days’ prior irrevocable written notice of conversion, provided that no Loan may be continued as a Loan other than a Prime Rate Loan if an Event of when any Default or Potential Event of Default has occurred and is continuing. Each such irrevocable written notice electing continuing or after the date that is one (1) month prior to continue or convert a Loan shall specify: (i) the proposed continuation or conversion maturity date, (ii) the amount of the Loan to be continued or converted, ; and (iii) the nature of the proposed continuation or conversion (including whether the converted continue any LIBOR Loan will be as a LIBOR Loan or a Prime Rate Loanupon the expiration of the then current Interest Period applicable thereto by giving the Bank irrevocable notice of such election no later than 11:00 a.m. three (3) and Business Days prior to the end of the then current Interest Period (iv) for Loans being which notice shall specify the length of the next Interest Period to be applicable to such Loans); provided that no LIBOR Loan may be continued as or converted to a LIBOR Loans, Loan at the requested end of the applicable Interest Period, and shall certify that no Event of Period when any Default or Potential Event of Default has occurred and is continuing. On continuing or after the date on which that is one (1) month prior to the maturity date; and provided, further, that if the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation or conversion is being made, not permitted pursuant to the Lender shall take such action as is necessary to effect such continuation or conversion. In the event that no notice of continuation or conversion, or an incomplete notice of continuation or conversion, is received by the Lender with respect to outstanding LIBOR Loans, or if an Event of Default or Potential Event of Default has occurred and is continuing, then upon expiration of the Interest Period(s) applicable theretopreceding proviso, such Loans shall be converted automatically convert to Prime Base Rate LoansLoans on the last day of the then expiring Interest Period. Notwithstanding anything to the contrary in this Agreement, no LIBOR Loans may be made on the date hereof, and all borrowings, conversions, continuations and optional prepayments of LIBOR Loans and all selections of Interest Periods shall be in such amounts and be made pursuant to such elections so that (i) after giving effect thereto, the aggregate principal amount of the LIBOR Loans comprising each Group of LIBOR Loans shall be equal to $500,000 or a larger multiple of $100,000 in excess thereof, and (ii) no more than six (6) Groups of LIBOR Loans shall be outstanding at any one time.

Continuation/Conversion. Subject to Sections 2.1 and 2.9 hereof, at the end of any applicable Interest Period, the Borrower shall have the option to continue any LIBOR Advance or Offshore Advance as LIBOR Advances or Offshore Advances, respectively, in accordance with the following terms, or to convert any Base Rate Advance into a LIBOR Advance or convert any LIBOR Advance into a Base Rate Advance in accordance with the following terms: (i) Conversion of Base Rate Advances to, or Continuation of, LIBOR Advances and Conversion from a LIBOR Advance into a Base Rate Advance. The Borrower may elect from time shall have the option to time convert to (a) continue any outstanding LIBOR Loan Advances, or upon the expiration of the any Interest Period applicable thereto to a LIBOR Advance, to continue all or any portion of such LIBOR Advance 36 42 equal to $5,000,000 and integral multiples of $100,000, as a LIBOR Loan by giving to the Lender at least two (2) LIBOR Business Days’ prior irrevocable written notice of continuation Advance and the succeeding Interest Period of such continued Loan will LIBOR Advance shall commence on the last day of the Interest Period of the Loan LIBOR Advance to be continued; provided that, (bA) convert any outstanding no succeeding Interest Period shall extend beyond (I) the Maturity Date with respect to continued or converted LIBOR Advances under the Revolving Credit Loan upon expiration and (II) the Option Date of the Interest Period applicable thereto Extension Final Maturity, as applicable, with respect to a Prime Rate continued of converted LIBOR Advances under the Working Line Loan by giving and (B) notwithstanding anything in this Agreement to the Lender at least one (1) Business Day’s prior irrevocable written notice of conversion and (c) convert any contrary, no outstanding Prime Rate Loan to a LIBOR Loan by giving to the Lender at least two (2) LIBOR Business Days’ prior irrevocable written notice of conversion, provided that no Loan Advance may be continued as as, or converted into, a Loan other than a Prime Rate Loan if an Event of LIBOR Advance when any Default or Potential Event of Default has occurred and is continuing. Each such At least (x) three Business Days prior to a proposed conversion into a LIBOR Advance or continuation of a LIBOR Advance under the Revolving Credit Loan or Working Line Loan or (y) one Business Day prior to a proposed conversion into a Base Rate Advance under the Revolving Credit Loan or Working Line Loan, the Borrower, through an Authorized Signatory, shall give the Administrative Agent irrevocable written notice, or irrevocable telephonic notice electing followed immediately by written notice in substantially the form of Exhibit M hereto (a "Notice of Continuation/Conversion") (provided, however, that the Borrower's failure to continue or convert a Loan confirm any telephonic notice in writing shall specify: not invalidate any notice so given), stating (i) the proposed conversion/continuation or conversion datedate (which shall be a Business Day), (ii) the amount of the Loan Advance to be converted/continued and whether it is a conversion into or convertedcontinuation of a LIBOR Advance or a conversion into a Base Rate Advance, (iii) in the nature case of the proposed a conversion to, or a continuation or conversion (including whether the converted Loan will be of, a LIBOR Loan or a Prime Rate Loan) Advance, the requested Interest Period and (iv) for Loans being continued as in the case of a conversion to, or converted to a continuation of, a LIBOR LoansAdvance, the requested Interest Period, and shall certify that no Event of Default or Potential Event of Default has occurred and is continuing. On If the date on which such continuation or conversion is being madeBorrower, the Lender through an Authorized Signatory, shall take such action as is necessary fail to effect such continuation or conversion. In the event that no give any notice of continuation or conversionof a LIBOR Advance in accordance with this Section 2.2(e), or an incomplete notice the Borrower shall be deemed irrevocably to have requested that any such LIBOR Advance be converted to a Base Rate Advance in the same principal amount. Notice shall be given to the Administrative Agent prior to 11:00 a.m., Dallas, Texas time, in order for such Business Day to count toward the minimum number of continuation or conversion, is received by the Lender with respect to outstanding LIBOR Loans, or if an Event of Default or Potential Event of Default has occurred and is continuing, then upon expiration of the Interest Period(s) applicable thereto, such Loans shall automatically convert to Prime Rate LoansBusiness Days required.

Continuation/Conversion. The Subject to Sections 2.1 and 2.9 hereof, the Borrower may elect from shall have the option (i) to convert at any time all or any part of the outstanding Base Rate Advances to time to (a) continue LIBOR Advances and all or any part of the outstanding LIBOR Loan Advances to Base Rate Advances or (ii) upon the expiration of the any Interest Period applicable thereto to a LIBOR Advance, to continue all or any portion of such LIBOR Advance equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount as a LIBOR Loan by giving to the Lender at least two (2) LIBOR Business Days’ prior irrevocable written notice of continuation Advance and the succeeding Interest Period Period(s) of such continued Loan will LIBOR Advance shall commence on the last day of the Interest Period of the Loan LIBOR Advance to be continued; provided, however, (bA) convert any outstanding LIBOR Loan upon Advances may only be converted into Base Rate Advances on the expiration date of the Interest Period applicable thereto to a Prime Rate Loan by giving and (B) notwithstanding anything in this Agreement to the Lender at least one (1) Business Day’s prior irrevocable written notice of conversion and (c) convert any contrary, no outstanding Prime Rate Loan to a LIBOR Loan by giving to the Lender at least two (2) LIBOR Business Days’ prior irrevocable written notice of conversion, provided that no Loan Advance may be continued as as, or converted into, a Loan other than a Prime Rate Loan if an Event of LIBOR Advance when any Default or Potential Event of Default has occurred and is continuing. Each such Not later than 11:00 a.m., Dallas, Texas time on the date of any proposed continuation of or a conversion to a Base Rate Advance and not later than 11:00 a.m., Dallas, Texas time at least three Business Days prior to any proposed continuation of or conversion to a LIBOR Advance, the Borrower, through an Authorized Signatory, shall give the Administrative Agent irrevocable written notice, or irrevocable telephonic notice electing followed immediately by written notice, in substantially the form of Exhibit G hereto (a "Notice of Continuation/Conversion") (provided, however, that the Borrower's failure to continue or convert a Loan confirm any telephonic notice in writing shall specify: not invalidate any notice so given), stating (i) the proposed conversion/continuation or conversion datedate (which shall be a Business Day), (ii) the amount of the Loan Advance to be continued or converted/continued, (iii) in the nature case of the proposed a conversion to, or a continuation or conversion (including whether the converted Loan will be of, a LIBOR Loan or a Prime Rate Loan) and (iv) for Loans being continued as or converted to LIBOR LoansAdvance, the requested Interest Period, and shall certify (iv) in the case of a conversion of a Base Rate Advance to a LIBOR Advance or continuation of a LIBOR Advance, stating that no Event of Default or Potential Event of Default has occurred and is continuing. On If the date on which such continuation or conversion is being made, Borrower shall fail to give any notice in accordance with this Section 2.2(d) prior to the Lender shall take such action as is necessary to effect such continuation or conversion. In the event that no notice expiration of continuation or conversion, or an incomplete notice of continuation or conversion, is received by the Lender any then-relevant Interest Period with respect to outstanding any LIBOR LoansAdvance, or if an Event of Default or Potential Event of Default has occurred and is continuing, then upon expiration of the Interest Period(s) applicable thereto, Borrower shall be deemed irrevocably to have requested that such Loans shall automatically convert LIBOR Advance be converted to Prime a Base Rate LoansAdvance in the same principal amount.

Continuation/Conversion. The Borrower may elect from time to time to (a) continue any outstanding LIBOR Loan upon the expiration of the Interest Period applicable thereto as a LIBOR Loan by giving to the Lender at least two three (23) LIBOR Business Days’ prior irrevocable written notice of continuation and the succeeding Interest Period of such continued Loan will commence on the last day of the Interest Period of the Loan to be continued, (b) convert any outstanding LIBOR Loan upon expiration of the Interest Period applicable thereto to a Prime Rate Loan by giving to the Lender at least one (1) Business Day’s prior irrevocable written notice of conversion and (c) convert any outstanding Prime Rate Loan to a LIBOR Loan by giving to the Lender at least two three (23) LIBOR Business Days’ prior irrevocable written notice of conversion, provided that no Loan may be continued as a Loan other than a Prime Rate Loan if an Event of Default or Potential Event of Default has occurred and is continuing. Each such irrevocable written notice electing to continue or convert a Loan shall specify: (i) the proposed continuation or conversion date, (ii) the amount of the Loan to be continued or converted, (iii) the nature of the proposed continuation or conversion (including whether the converted Loan will be a LIBOR Loan or a Prime Rate Loan) and (iv) for Loans being continued as or converted to LIBOR Loans, 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 continuation or conversion is being made, the Lender shall take such action as is necessary to effect such continuation or conversion. In the event that no notice of continuation or conversion, or an incomplete notice of continuation or conversion, is received by the Lender with respect to outstanding LIBOR Loans, or if an Event of Default or Potential Event of Default has occurred and is continuing, then upon expiration of the Interest Period(s) applicable thereto, such Loans shall automatically convert to Prime Rate Loans.