Common use of Conversion and Continuation Options for Loans Clause in Contracts

Conversion and Continuation Options for Loans. (a) Borrower or the Additional Borrower may elect from time to time to convert (i) Eurodollar Loans to ABR Loans, by giving the Administrative Agent prior notice (which may be given by telephone) of such election not later than 11:00 a.m., New York City time, on the Business Day prior to a requested conversion or (ii) ABR Loans to Eurodollar Loans by giving the Administrative Agent prior notice (which may be given by telephone) of such election not later than 11:00 a.m., New York City time, three Business Days prior to a requested conversion; provided that if any such conversion of Eurodollar Loans is made other than on the last day of an Interest Period with respect thereto, Borrower or the Additional Borrower, as applicable, shall pay any amounts due to the Lenders pursuant to Section 2.17 as a result of such conversion. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. All or any part of the outstanding Eurodollar Loans or ABR Loans may be converted as provided herein; provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Maturity Date (in the case of Revolving Loans) or the Term Loan Maturity Date (in the case of Term Loans).

Conversion and Continuation Options for Loans. (a) Borrower or the Additional Each Borrower may elect from time to time to convert (i) Eurodollar Eurocurrency Loans denominated in Dollars to ABR Loans, by giving the Administrative Agent prior notice (which may be given by telephone) of such election not later than 11:00 10:00 a.m., New York City time, on the Business Day prior to a requested conversion or (ii) ABR Loans to Eurodollar Eurocurrency Loans by giving the Administrative Agent prior notice (which may be given by telephone) of such election not later than 11:00 a.m., New York City London time, three Business Days prior to a requested conversion; provided that if any such conversion of Eurodollar Eurocurrency Loans is made other than on the last day of an Interest Period with respect thereto, such Borrower or the Additional Borrower, as applicable, shall pay any amounts due to the Lenders pursuant to Section 2.17 2.18 as a result of such conversion. Any such notice of conversion to Eurodollar Eurocurrency Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. All or any part of the outstanding Eurodollar Eurocurrency Loans or ABR Loans may be converted as provided herein; provided that (i) no Loan may be converted into a Eurodollar Eurocurrency Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Required Lenders have determined that such a conversion is not appropriate and (ii) no Loan may be converted into a Eurodollar Eurocurrency Loan after the date that is one month prior to the Revolving Credit Maturity Date (in the case of Revolving Loans) or the Term Loan Maturity Date (Date, as applicable. Notwithstanding the foregoing, a Borrower may not elect to convert the currency in which any Loan is denominated; however, subject to the case terms of Term Loans)Section 2.01 and Section 2.04, a Borrower may elect to prepay a Revolving Loan and refinance the amount of such Revolving Loan in another permitted currency.

Conversion and Continuation Options for Loans. (a) Borrower or the Additional Borrower may elect from time to time to convert (i) Eurodollar Loans to ABR Loans, Loans by Borrower giving the Administrative Agent prior written notice (which may be given by telephone) of such election not later than 11:00 a.m., New York City time, on the Business Day prior to a requested conversion or (ii) ABR Loans to Eurodollar Loans by Borrower giving the Administrative Agent prior written notice (which may be given by telephone) of such election not later than 11:00 a.m., New York City time, three Business Days prior to a requested conversion; provided that if any such conversion of Eurodollar Loans is made other than on the last day of an Interest Period with respect thereto, Borrower or the Additional Borrower, as applicable, shall pay any amounts due to the Lenders pursuant to Section 2.17 as a result of such conversion. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Term Lender thereofor each Revolving Lender, as applicable. All or any part of the outstanding Eurodollar Loans or ABR Loans may be converted as provided herein; provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing continuing, and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Revolving Credit Maturity Date (in the case of Revolving Loans) or the applicable Term Loan Maturity Date (in the case of Term Loans)Date, as applicable.

Conversion and Continuation Options for Loans. (a) Borrower or the Additional Borrower may elect from time to time to convert (i) Eurodollar Loans to ABR Loans, by giving the Administrative Agent prior notice (which may be given by telephone) of such election not later than 11:00 a.m., New York City time, on the Business Day prior to a requested conversion or (ii) ABR Loans to Eurodollar Loans by giving the Administrative Agent prior notice (which may be given by telephone) of such election not later than 11:00 a.m., New York City time, three Business Days prior to a requested conversion; provided that if any such conversion of Eurodollar Loans is made other than on the last day of an Interest Period with respect thereto, Borrower or the Additional Borrower, as applicable, shall pay any amounts due to the Lenders pursuant to Section 2.17 as a result of such conversion. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. All or any part of the outstanding Eurodollar Loans or ABR Loans may be converted as provided herein; provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Final Maturity Date (in the case of Revolving Loans) or the Term Loan Maturity Date (in the case of Term Loans)Date.

Conversion and Continuation Options for Loans. (a) Borrower or the Additional Borrower The Borrowers may elect from time to time to convert (i) Eurodollar Loans to ABR Loans, by the Borrower Representative giving the Administrative Agent prior notice (which may be given by telephone) of such election not later than 11:00 a.m., New York City time, on the Business Day prior to a requested conversion or (ii) ABR Loans to Eurodollar Loans by the Borrower Representative giving the Administrative Agent prior notice (which may be given by telephone) of such election not later than 11:00 a.m., New York City time, three Business Days prior to a requested conversion; provided that if any such conversion of Eurodollar Loans is made other than on the last day of an Interest Period with respect thereto, Borrower or the Additional Borrower, as applicable, Borrowers shall pay any amounts due to the Lenders pursuant to Section 2.17 as a result of such conversion. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. All or any part of the outstanding Eurodollar Loans or ABR Loans may be converted as provided herein; provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing continuing, and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Maturity Date (in the case of Revolving Loans) or the Term D Loan Maturity Date (in the case Date, as applicable. Table of Term Loans).Contents

Conversion and Continuation Options for Loans. (a) Borrower or the Additional Borrower The Borrowers may elect from time to time to convert (i) Eurodollar Loans to ABR Loans, by the Borrower Representative giving the Administrative Agent irrevocable prior written notice (which may be given by telephone) of such election in the form attached as Exhibit J (a “Notice of Conversion/Continuation”) not later than 11:00 a.m., New York City time, a.m. on the Business Day prior to a requested conversion or (ii) ABR Loans to Eurodollar Loans by the Borrower Representative giving the Administrative Agent prior notice (which may be given by telephone) a Notice of such election Conversion/Continuation not later than 11:00 a.m., New York City time, a.m. three Business Days prior to a requested conversion; provided that if any such conversion of Eurodollar Loans is made other than on the last day of an Interest Period with respect thereto, Borrower or the Additional Borrower, as applicable, Borrowers shall pay any amounts due to the Lenders pursuant to Section 2.17 as a result of such conversion. Any such notice Notice of Conversion/Continuation with respect to the conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice Notice of Conversion/Continuation the Administrative Agent shall promptly notify each Lender thereof. All or any part of the outstanding Eurodollar Loans or ABR Loans may be converted as provided herein; provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing continuing, and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Maturity Date (in the case of Revolving Loans) or the Term Loan Maturity Date (in the case of Term Loans)Date, as applicable.

Conversion and Continuation Options for Loans. (a) Borrower or the Additional ---------------------------------------------- Each Borrower may elect from time to time to convert (i) Eurodollar Eurocurrency Loans denominated in Dollars to ABR Loans, by giving the Administrative Agent prior notice (which may be given by telephone) of such election not later than 11:00 10:00 a.m., New York City time, on the Business Day prior to a requested conversion or (ii) ABR Loans to Eurodollar Eurocurrency Loans by giving the Administrative Agent prior notice (which may be given by telephone) of such election not later than 11:00 a.m., New York City London time, three Business Days prior to a requested conversion; provided that if any such conversion of Eurodollar Eurocurrency Loans is made -------- other than on the last day of an Interest Period with respect thereto, such Borrower or the Additional Borrower, as applicable, shall pay any amounts due to the Lenders pursuant to Section 2.17 2.15 as a result of such conversion. Any such notice of conversion to Eurodollar Eurocurrency Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. All or any part of the outstanding Eurodollar Eurocurrency Loans or ABR Loans may be converted as provided herein; provided -------- that (i) no Loan may be converted into a Eurodollar Eurocurrency Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Required Lenders have determined that such a conversion is not appropriate and (ii) no Loan may be converted into a Eurodollar Eurocurrency Loan after the date that is one month prior to the Revolving Credit Maturity Date (Date. Notwithstanding the foregoing, a Borrower may not elect to convert the currency in which any Loan is denominated; however, subject to the case terms of Revolving Loans) or Section 2.01 and Section 2.04, a Borrower may elect to prepay a Loan and refinance the Term amount of such Loan Maturity Date (in the case of Term Loans)another currency.

Conversion and Continuation Options for Loans. (a) Borrower or the Additional The Borrower may elect from time to time to convert (i) Eurodollar Eurocurrency Loans that are in Dollars to ABR Loans, by giving the Administrative Agent prior notice (which may be given by telephone) of such election not later than 11:00 a.m., New York City time, on the Business Day prior to a requested conversion or (ii) ABR Loans to Eurodollar Eurocurrency Loans by giving the Administrative Agent prior notice (which may be given by telephone) of such election not later than 11:00 a.m., New York City time, three Business Days prior to a requested conversion; provided that if any such conversion of Eurodollar Eurocurrency Loans is made other than on the last day of an Interest Period with respect thereto, the Borrower or the Additional Borrower, as applicable, shall pay any amounts due to the Lenders pursuant to Section 2.17 2.18 as a result of such conversion. Any such notice of conversion to Eurodollar Eurocurrency Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. All or any part of the outstanding Eurodollar Eurocurrency Loans or ABR Loans may be converted as provided herein; provided that (i) no Loan may be converted into a Eurodollar Eurocurrency Loan when any Default or Event of Default has occurred and is continuing continuing, and (ii) no Loan may be converted into a Eurodollar Eurocurrency Loan after the date that is one month prior to the Revolving Credit Maturity Date (in the case of Revolving Loans) or the Term B Loan Maturity Date (in the case of Term Loans)Date, as applicable.

Conversion and Continuation Options for Loans. (a) Borrower or the Additional Each ------------------------------------------------ Borrower may elect from time to time to convert (i) Eurodollar Eurocurrency Loans denominated in Dollars to ABR Loans, by giving the Administrative Agent prior notice (which may be given by telephone) of such election not later than 11:00 10:00 a.m., New York City time, on the Business Day prior to a requested conversion or (ii) ABR Loans to Eurodollar Eurocurrency Loans by giving the Administrative Agent prior notice (which may be given by telephone) of such election not later than 11:00 a.m., New York City London time, three Business Days prior to a requested conversion; provided that if any such conversion of Eurodollar Eurocurrency Loans is made -------- other than on the last day of an Interest Period with respect thereto, such Borrower or the Additional Borrower, as applicable, shall pay any amounts due to the Lenders pursuant to Section 2.17 2.18 as a result of such conversion. Any such notice of conversion to Eurodollar Eurocurrency Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. All or any part of the outstanding Eurodollar Eurocurrency Loans or ABR Loans may be converted as provided herein; provided -------- that (i) no Loan may be converted into a Eurodollar Eurocurrency Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Required Lenders have determined that such a conversion is not appropriate and (ii) no Loan may be converted into a Eurodollar Eurocurrency Loan after the date that is one month prior to the Revolving Credit Maturity Date (in the case of Revolving Loans) or the Term Loan Maturity Date (Date, as applicable. Notwithstanding the foregoing, a Borrower may not elect to convert the currency in which any Loan is denominated; however, subject to the case terms of Term Loans)Section 2.01 and Section 2.04, a Borrower may elect to prepay a Revolving Loan and refinance the amount of such Revolving Loan in another permitted currency.

Conversion and Continuation Options for Loans. (a) Borrower or the Additional Each Borrower may elect from time to time to convert (i) Eurodollar Eurocurrency Loans that are in Dollars to ABR Loans, Loans by giving the Administrative Agent prior notice (which may be given by telephone) of such election not later than 11:00 10:00 a.m., New York City time, on the Business Day prior to a requested conversion or (ii) ABR Loans to Eurodollar Eurocurrency Loans by giving the Administrative Agent prior notice (which may be given by telephone) of such election not later than 11:00 a.m., New York City London time, three Business Days prior to a requested conversion; provided that if any such conversion of Eurodollar Eurocurrency Loans is made other than on the last day of an Interest Period with respect thereto, such Borrower or the Additional Borrower, as applicable, shall pay any amounts due to the Lenders pursuant to Section 2.17 as a result of such conversion. Any such notice of conversion to Eurodollar Eurocurrency Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. All or any part of the outstanding Eurodollar Eurocurrency Loans or ABR Loans may be converted as provided herein; provided that (i) no Loan may be converted into a Eurodollar Eurocurrency Loan when any Default or Event of Default has occurred and is continuing and (ii) no Loan may be converted into a Eurodollar Eurocurrency Loan after the date that is one month prior to the Revolving Credit Maturity Date (in the case of Revolving Loans) or the Term B Loan Maturity Date (in the case of Term Loans)Date, as applicable.

Conversion and Continuation Options for Loans. (a) Borrower or the Additional The Borrower may elect from time to time to convert (i) Eurodollar Loans to ABR Loans, by giving the Administrative Agent irrevocable prior written notice (which may be given by telephone) of such election in the form attached as Exhibit J (a “Notice of Conversion/Continuation”) not later than 11:00 a.m., New York City time, a.m. on the Business Day prior to a requested conversion or (ii) ABR Loans to Eurodollar Loans by giving the Administrative Agent prior notice (which may be given by telephone) a Notice of such election Conversion/Continuation not later than 11:00 a.m., New York City time, a.m. three Business Days prior to a requested conversion; provided that if any such conversion of Eurodollar Loans is made other than on the last day of an Interest Period with respect thereto, the Borrower or the Additional Borrower, as applicable, shall pay any amounts due to the Lenders pursuant to Section 2.17 as a result of such conversion. Any such notice Notice of Conversion/Continuation with respect to the conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice Notice of Conversion/Continuation the Administrative Agent shall promptly notify each relevant Lender thereof. All or any part of the outstanding Eurodollar Loans or ABR Loans may be converted as provided herein; provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and continuing, (ii) no Revolving Loan may be converted into a Eurodollar Loan during the period that is one month prior the Revolving-1 Maturity Date through the Business Day after the Revolving-1 Maturity Date and after the date that is one month prior to the Revolving-2 Maturity Date, (iii) no Initial Term-1 Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Maturity Date (in the case of Revolving Loans) or the Term Initial Term-1 Loan Maturity Date and (in iv) no Initial Term-2 Loan may be converted into a Eurodollar Loan after the case of Term Loans)date that is one month prior to the Initial Term-2 Loan Maturity Date.

Conversion and Continuation Options for Loans. (a) Borrower or the Additional The Borrower may elect from time to time to convert (i) Eurodollar Loans to ABR Loans, by giving the Administrative Agent prior notice (which may be given by telephone) of such election not later than 11:00 a.m.2:00 p.m., New York City time, on the Business Day prior to a requested conversion or (ii) ABR Loans to Eurodollar Loans by giving the Administrative Agent prior notice (which may be given by telephone) of such election not later than 11:00 a.m.2:00 p.m., New York City time, three Business Days prior to a requested conversion; provided that if any such conversion conversions of Eurodollar Loans is may be made other than only on the last day of an the Interest Period with respect thereto, Borrower or the Additional Borrower, as applicable, shall pay any amounts due to the Lenders pursuant to Section 2.17 as a result of such conversion. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. All or any part of the outstanding Eurodollar Loans or ABR Loans may be converted as provided herein; provided that (i) no Loan may be converted into a Eurodollar Loan with an Interest Period in excess of one month when any Event of Default has occurred and is continuing and continuing, (ii) no Loan may the Borrower shall not be converted into a entitled to elect any Interest Period in respect of any Eurodollar Loan after if such Interest Period would extend beyond the date that is one month prior Maturity Date, and (iii) each conversion to the Revolving Credit Maturity Date (or continuation of Eurodollar Loans shall be in the case a minimum principal amount of Revolving Loans) $1.0 million or the Term Loan Maturity Date (a whole multiple of $500,000 in the case of Term Loans)excess thereof.

Conversion and Continuation Options for Loans. (a) Borrower or the Additional Borrower may elect from time to time to convert (i) Eurodollar Loans to ABR Loans, Loans by Borrower giving the Administrative Agent prior written notice (which may be given by telephone) of such election not later than 11:00 a.m., New York City time, on the Business Day prior to a requested conversion or (ii) ABR Loans to Eurodollar Loans by Borrower giving the Administrative Agent prior written notice (which may be given by telephone) of such election not later than 11:00 a.m., New York City time, three Business Days prior to a requested conversion; provided that if any such conversion of Eurodollar Loans is made other than on the last day of an Interest Period with respect thereto, Borrower or the Additional Borrower, as applicable, shall pay any amounts due to the Lenders pursuant to Section 2.17 as a result of such conversion. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Term B Lender thereofor each Revolving Lender, as applicable. All or any part of the outstanding Eurodollar Loans or ABR Loans may be converted as provided herein; provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing continuing, and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Maturity Date (in the case of Revolving Loans) or the Term B Loan Maturity Date (in the case of Term Loans)Date, as applicable.

Conversion and Continuation Options for Loans. (a) Borrower or the Additional Borrower may elect from time to time to convert (ix) Eurodollar Loans to ABR Loans, Loans by giving the Administrative Agent prior notice (which may be given by telephone) of such election not later than 11:00 a.m., New York City time, on the Business Day prior to a requested conversion or (iiy) ABR Loans to Eurodollar Loans by giving the Administrative Agent prior notice (which may be given by telephone) of such election not later than 11:00 a.m., New York City time, three Business Days prior to a requested conversion; provided that if any such conversion of Eurodollar Loans is made other than on the last day of an Interest Period with respect thereto, Borrower or the Additional Borrower, as applicable, shall pay any amounts due to the Lenders pursuant to Section 2.17 as a result of such conversion. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefortherefor and if no Interest Period is specified then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. All or any part of the outstanding Eurodollar Loans or ABR Loans may be converted as provided herein; provided that (i) no Loan may be converted into a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and continuing, or (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Maturity Date (in the case of Revolving Loans) or the Term Loan Maturity Date (in the case of Term Loans)Date, as applicable.

Conversion and Continuation Options for Loans. (a) Borrower or the Additional The Borrower may elect from time to time to convert (i) Eurodollar Loans to ABR Loans, by giving the Administrative Agent irrevocable prior written notice (which may be given by telephone) of such election in the form attached as Exhibit I (a “Notice of Conversion/Continuation”) not later than 11:00 a.m., New York City time, a.m. on the Business Day prior to a requested conversion or (ii) ABR Loans to Eurodollar Loans by giving the Administrative Agent prior notice (which may be given by telephone) a Notice of such election Conversion/Continuation not later than 11:00 a.m., New York City time, a.m. three Business Days prior to a requested conversion; provided that if any such conversion of Eurodollar Loans is made other than on the last day of an Interest Period with respect thereto, the Borrower or the Additional Borrower, as applicable, shall pay any amounts due to the Lenders pursuant to Section 2.17 as a result of such conversion. Any such notice Notice of Conversion/Continuation with respect to the conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice Notice of Conversion/Continuation the Administrative Agent shall promptly notify each relevant Lender thereof. All or any part of the outstanding Eurodollar Loans or ABR Loans may be converted as provided herein; provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and continuing, (ii) no Revolving Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Maturity Date Date, and (in iii) no Initial Term Loan may be converted into a Eurodollar Loan after the case of Revolving Loans) or date that is one month prior to the Initial Term Loan Maturity Date (in the case of Term Loans)Date.

Conversion and Continuation Options for Loans. (a) Borrower or the Additional Borrower may elect from time to time to convert (i) Eurodollar Loans to ABR Loans, Loans by Borrower giving the Administrative Adminis- trative Agent prior written notice (which may be given by telephone) of such election not later than 11:00 a.m., New York City time, on the Business Day prior to a requested conversion or (ii) ABR Loans to Eurodollar Loans by Borrower giving the Administrative Agent prior written notice (which may be given by telephone) of such election not later than 11:00 a.m., New York City time, three Business Days prior to a requested conversion; provided that if any such conversion of Eurodollar Loans is made other than on the last day of an Interest Period with respect thereto, Borrower or the Additional Borrower, as applicable, shall pay any amounts due to the Lenders pursuant to Section 2.17 as a result of such conversion. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereofLender. All or any part of the outstanding Eurodollar Loans or ABR Loans may be converted as provided herein; provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing continuing, and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Maturity Date (in the case of Revolving Loans) or the Term Loan Maturity Date (in the case of Term Loans)Date.

Conversion and Continuation Options for Loans. (a) Borrower or the Additional Each ------------------------------------------------ Borrower may elect from time to time to convert (i) Eurodollar Eurocurrency Loans that are in Dollars to ABR Loans, Loans by giving the Administrative Agent prior notice (which may be given by telephone) of such election not later than 11:00 10:00 a.m., New York City time, on the Business Day prior to a requested conversion or (ii) ABR Loans to Eurodollar Eurocurrency Loans by giving the Administrative Agent prior notice (which may be given by telephone) of such election not later than 11:00 a.m., New York City London time, three Business Days prior to a requested conversion; provided that if any such conversion of Eurodollar Eurocurrency Loans -------- is made other than on the last day of an Interest Period with respect thereto, such Borrower or the Additional Borrower, as applicable, shall pay any amounts due to the Lenders pursuant to Section 2.17 as a result of such conversion. Any such notice of conversion to Eurodollar Eurocurrency Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. All or any part of the outstanding Eurodollar Eurocurrency Loans or ABR Loans may be converted as provided herein; provided -------- that (i) no Loan may be converted into a Eurodollar Eurocurrency Loan when any Default or Event of Default has occurred and is continuing and (ii) no Loan may be converted into a Eurodollar Eurocurrency Loan after the date that is one month prior to the Revolving Credit Maturity Date (in the case of Revolving Loans) or the Term B Loan Maturity Date (in the case of Term Loans)Date, as applicable.