Common use of Continuation/Conversion Clause in Contracts

Continuation/Conversion. Subject to Sections 2.1 and 2.9 hereof, the Borrower shall have the option (i) to convert at any time all or any part of the outstanding Base Rate Advances to LIBOR Advances and all or any part of the outstanding LIBOR Advances to Base Rate Advances or (ii) upon expiration of any Interest Period applicable to a LIBOR Advance, to continue all or any portion of such LIBOR Advance equal to $2,000,000 and integral multiples of $500,000 in excess of that amount as a LIBOR Advance and the succeeding Interest Period(s) of such continued LIBOR Advance shall commence on the last day of the Interest Period of the LIBOR Advance to be continued; provided, however, (A) LIBOR Advances may be converted into Base Rate Advances at any time only if the Borrower concurrently reimburses the Lenders in accordance with Section 2.9 hereof and (B) notwithstanding anything in this Agreement to the contrary, no outstanding Advance may be continued as, or converted into, a LIBOR Advance when any Event of Default has occurred and is continuing. 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 followed immediately by written notice, in substantially the form of Exhibit L hereto (a "Notice of Continuation/Conversion") (provided, however, that the Borrower's failure to confirm any telephonic notice in writing shall not invalidate any notice so given), stating (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount of the Advance to be converted/continued, (iii) in the case of a conversion to, or a continuation of, a LIBOR Advance, the requested Interest Period, and (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 has occurred and is continuing. If the Borrower shall fail to give any notice in accordance with this Section 2.2(d) prior to the expiration of any then-relevant Interest Period with respect to any LIBOR Advance, the Borrower shall be deemed irrevocably to have requested that such LIBOR Advance be converted to a Base Rate Advance in the same principal amount.

Continuation/Conversion. Subject to Sections 2.1 and 2.9 hereof, the Borrower shall have the option (i) to convert at any time all or any part of the outstanding Base Rate Advances to LIBOR Advances and all or any part of the outstanding LIBOR Advances to Base Rate Advances or (ii) upon expiration of any Interest Period applicable to a LIBOR Advance, to continue all or any portion of such LIBOR Advance equal to $2,000,000 5,000,000 and integral multiples of $500,000 1,000,000 in excess of that amount as a LIBOR Advance and the succeeding Interest Period(s) of such continued LIBOR Advance shall commence on the last day of the Interest Period of the LIBOR Advance to be continued; provided, however, (A) LIBOR Advances may only be converted into Base Rate Advances at any time only if on the Borrower concurrently reimburses expiration date of the Lenders in accordance with Section 2.9 hereof Interest Period applicable thereto and (B) notwithstanding anything in this Agreement to the contrary, no outstanding Advance or portion thereof may be continued as, or converted into, a LIBOR Advance when any Default or Event of Default has occurred and is continuing. 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 followed immediately by written notice, in substantially the form of Exhibit L I hereto (a "Notice of Continuation/Conversion") (provided, however, that the Borrower's failure to confirm any telephonic notice in writing shall not invalidate any notice so given), stating (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount of the Advance to be converted/continued, (iii) in the case of a conversion to, or a continuation of, a LIBOR Advance, the requested Interest Period, and (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 Default or Event of Default has occurred and is continuing. If the Borrower shall fail to give any notice in accordance with this Section 2.2(d) prior to the expiration of any then-relevant Interest Period with respect to any LIBOR Advance, the Borrower shall be deemed irrevocably to have requested that such LIBOR Advance be converted to a Base Rate Advance in the same principal amount.

Continuation/Conversion. (i) Subject to Sections Section 2.1 and 2.9 hereof, the Borrower shall have the option (i) may elect from time to time to convert at any time all or any part of the outstanding Base Rate Advances to LIBOR Advances and all or any part of by giving the outstanding LIBOR Advances to Base Rate Advances or (ii) upon expiration of any Interest Period applicable to a LIBOR Advance, to continue all or any portion Administrative Agent irrevocable notice of such LIBOR Advance equal election prior to $2,000,000 and integral multiples of $500,000 in excess of that amount as a LIBOR Advance and the succeeding Interest Period(s) of such continued LIBOR Advance shall commence on the last day of the Interest Period of the LIBOR Advance to be continued; provided, however, (A) LIBOR Advances may be converted into Base Rate Advances at any time only if the Borrower concurrently reimburses the Lenders in accordance with Section 2.9 hereof and (B) notwithstanding anything in this Agreement to the contrary, no outstanding Advance may be continued as, or converted into, a LIBOR Advance when any Event of Default has occurred and is continuing. Not later than 11:00 a.m.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.time, Dallas, Texas time at least three Business Days prior to any proposed continuation the date 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 followed immediately by written noticenotice (provided, however, that the Borrower's failure to confirm any telephonic notice in substantially writing shall not invalidate any notice so given). Any such notice of conversion to a LIBOR Advance shall specify the form length of Exhibit L hereto the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding LIBOR Advances and Base Rate Advances may be converted as provided herein, provided that (A) no Base Rate Advance may be converted into a "Notice LIBOR Advance when any Default exists and (B) no Base Rate Advance may be converted into a LIBOR Advance after the date that is one month prior to the Revolving Commitment Maturity Date, the Facility A Term Loan Maturity Date or the Facility B Term Loan Maturity Date, as applicable. (ii) Subject to Section 2.1 and 2.9 hereof, any LIBOR Advances may be continued as such upon the expiration of Continuation/Conversion") the then current Interest Period with respect thereto by the Borrower giving the Administrative Agent irrevocable notice of such election prior to 11:00 A.M., Dallas, Texas time, three Business Days prior to the expiration of such Interest Period, through an Authorized Signatory, or irrevocable telephonic notice followed immediately by written notice (provided, however, that the Borrower's failure to confirm any telephonic notice in writing shall not invalidate any notice so given), stating (i) which notice shall set forth the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount length of the Advance next Interest Period to be converted/continued, (iii) in the case of a conversion to, or a continuation of, a applicable to such LIBOR Advance, provided that no LIBOR Advance may be continued as such (A) when any Default exists or (B) after the requested Interest Perioddate that is one month prior to the Revolving Commitment Maturity Date, the Facility A Term Loan Maturity Date or the Facility B Term Loan Maturity Date, as applicable, and (iv) in the case of a conversion of a Base Rate Advance to a LIBOR Advance or continuation of a LIBOR Advanceprovided further, stating that no Event of Default has occurred and is continuing. If if the Borrower shall fail to give such notice or if such continuation is not permitted such LIBOR Advances shall be automatically converted to Base Rate Advances on the last day of such then expiring Interest Period. Upon receipt of any notice in accordance with pursuant to this Section 2.2(d) prior to the expiration of any then-relevant Interest Period with respect to any LIBOR Advance2.2(c), the Borrower Administrative Agent shall be deemed irrevocably to have requested that such LIBOR Advance be converted to a Base Rate Advance in the same principal amountnotify each affected Lender thereof.

Continuation/Conversion. Subject to Sections 2.1 and 2.9 2.8 hereof, the Borrower shall have the option (i) to convert at any time all or any part of the outstanding Base Rate Advances to LIBOR Advances and all or any part of the outstanding LIBOR Advances to Base Rate Advances or (ii) upon expiration of any Interest Period applicable to a LIBOR Advance, to continue all or any portion of such LIBOR Advance equal to $2,000,000 5,000,000 and integral multiples of $500,000 in excess of that amount as a LIBOR Advance and the succeeding Interest Period(s) of such continued LIBOR Advance shall commence on the last day of the Interest Period of the LIBOR Advance to be continued; provided, however, (A) LIBOR Advances may only be converted into Base Rate Advances at any time only if on the Borrower concurrently reimburses expiration date of the Lenders in accordance with Section 2.9 hereof Interest Period applicable thereto and (B) notwithstanding anything in this Agreement to the contrary, no outstanding Advance may be continued as, or converted into, a LIBOR Advance when any Default or Event of Default has occurred and is continuing. 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 followed immediately by written notice, in substantially the form of Exhibit L K hereto (a "Notice of Continuation/Conversion") (provided, however, that the Borrower's failure to confirm any telephonic notice in writing shall not invalidate any notice so given), stating (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount of the Advance to be converted/continued, (iii) in the case of a conversion to, or a continuation of, a LIBOR Advance, the requested Interest Period, and (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 Default or Event of Default has occurred and is continuing. If the Borrower shall fail to give any notice in accordance with this Section 2.2(d2.2(c) prior to the expiration of any then-relevant Interest Period with respect to any LIBOR Advance, the Borrower shall be deemed irrevocably to have requested that such LIBOR Advance be converted to a Base Rate Advance in the same principal amount.the

Continuation/Conversion. Subject to Sections 2.1 and 2.9 hereof, the Borrower shall have the option (i) to convert at any time all or any part of the outstanding Base Rate Advances to Eurodollar Rate Advances or LIBOR Advances and all or any part of the outstanding LIBOR Advances or Eurodollar Rate Advances to Base Rate Advances or (ii) upon expiration of any Interest Period applicable to a LIBOR Advance or a Eurodollar Rate Advance, to continue all or any portion of such LIBOR Advance or such Eurodollar Rate Advance equal to $2,000,000 5,000,000 and integral multiples of $500,000 1,000,000 in excess of that amount as a LIBOR Advance or a Eurodollar Rate Advance and the succeeding Interest Period(s) of such continued LIBOR Advance or such Eurodollar Rate Advance shall commence on the last day of the Interest Period of the LIBOR Advance or Eurodollar Rate Advance to be continued; provided, however, (A) LIBOR Advances and Eurodollar Rate Advances may only be converted into Base Rate Advances at any time only if on the Borrower concurrently reimburses expiration date of the Lenders in accordance with Section 2.9 hereof Interest Period applicable thereto and (B) notwithstanding anything in this Agreement to the contrary, no outstanding Advance may be continued as, or converted into, a LIBOR Advance or a Eurodollar Rate Advance when any Default or Event of Default has occurred and is continuing. 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 or a Eurodollar Rate Advance, not later than 11:00 a.m., Dallas, Texas time at least two Business Days prior to any proposed continuation of or conversion to a LIBOR 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 followed immediately by written notice, in substantially the form of Exhibit L F hereto (a "Notice of Continuation/Conversion") (provided, however, that the Borrower's failure to confirm any telephonic notice in writing shall not invalidate any notice so given), stating (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount of the Advance to be converted/continued, (iii) in the case of a conversion to, or a continuation of, a LIBOR Advance or a Eurodollar Rate Advance, the requested Interest Period, and (iv) in the case of a conversion of a Base Rate Advance to a LIBOR Advance or a Eurodollar Rate Advance or continuation of a LIBOR Advance or a Eurodollar Rate Advance, stating that no Default or Event of Default has occurred and is continuing. If the Borrower shall fail to give any notice in accordance with this Section 2.2(d) prior to the expiration of any then-relevant Interest Period with respect to any LIBOR Advance or any Eurodollar Rate Advance, the Borrower shall be deemed irrevocably to have requested that such LIBOR Advance or such Eurodollar Rate Advance be converted to a Base Rate Advance in the same principal amount.

Continuation/Conversion. Subject to Sections 2.1 and 2.9 hereof, the Borrower shall have the option (i) to convert at any time all or any part of the outstanding Base Rate Advances to LIBOR Advances and all or any part of the outstanding LIBOR Advances to Base Rate Advances or (ii) upon expiration of any Interest Period applicable to a LIBOR Advance, to continue all or any portion of such LIBOR Advance equal to $2,000,000 1,000,000 and integral multiples of $500,000 100,000 in excess of that amount as a LIBOR Advance and the succeeding Interest Period(s) of such continued LIBOR Advance shall commence on the last day of the Interest Period of the LIBOR Advance to be continued; provided, however, (Aa) LIBOR Advances may only be converted into Base Rate Advances at any time only if on the Borrower concurrently reimburses expiration date of the Lenders in accordance with Section 2.9 hereof Interest Period applicable thereto and (Bb) notwithstanding anything in this Agreement to the contrary, no outstanding Advance may be continued as, or converted into, a LIBOR Advance when any Default or Event of Default has occurred and is continuing. Not later than 11:00 a.m., Dallas, Texas time on at least one Business Day prior to 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 time, at least three Business Days prior to any a 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 followed immediately by written notice, in substantially the form of Exhibit L K hereto (a "Notice of Continuation/Conversion") (provided, however, that the Borrower's failure to confirm any telephonic notice in writing shall not invalidate any notice so given), stating (i) the proposed conversion/continuation date (which shall - 28 - 36 be a Business Day), (ii) the amount of the Advance to be converted/continued, (iii) in the case of a conversion to, or a continuation of, a LIBOR Advance, the requested Interest Period, and (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 Default or Event of Default has occurred and is continuing. If the Borrower shall fail to give any notice in accordance with this Section 2.2(d) prior to the expiration of any then-relevant Interest Period with respect to any LIBOR Advance2.2(c), the Borrower shall be deemed irrevocably to have requested that such LIBOR Advance be converted to a Base Rate Advance in the same principal amount.