Common use of Conversion Options Clause in Contracts

Conversion Options. (a) The Company may elect from time to time to convert Alternate Base Rate Loans to Eurodollar Loans by giving the Administrative Agent prior irrevocable written notice of such election received by the Administrative Agent prior to 12:00 Noon, New York City time, three Business Days prior to the proposed conversion date. The Company may elect from time to time to convert Eurodollar Loans to Alternate Base Rate Loans by giving the Administrative Agent prior irrevocable notice of such election received by the Administrative Agent prior to 12:00 Noon, New York City time, one Business Day prior to the proposed conversion date. If the date upon which an Alternative Base Rate Loan is to be converted to a Eurodollar Loan is not a Business Day in London, then such conversion shall be made on the next succeeding Business Day in London and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Eurodollar Loans and Alternate Base Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined that such conversion is not appropriate and (ii) partial conversions shall be in an aggregate principal amount of $50,000,000 or a whole multiple of $5,000,000 in excess thereof. (b) Any Eurodollar Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Company with the notice provisions contained in subsection 2.9(a); provided, that no Eurodollar Loan may be continued as such when any Default or Event of Default has occurred and is continuing, and the Administrative Agent or the Majority Lenders have determined that such a continuation is not appropriate, in which case such Loan shall be automatically converted to an Alternate Base Rate Loan on the last day of the then current Interest Period with respect thereto.

Conversion Options. (a) The Company Borrower may elect from time to time to convert Alternate any outstanding Loan to a Loan of another Type and such Loan shall thereafter bear interest as a Base Rate Loans Loan or a Eurodollar Rate Loan, as applicable; provided that (i) with respect to any such conversion of a Eurodollar Loans by giving Rate Loan to a Base Rate Loan, the Administrative Borrower shall give the Agent at least three Business Days' prior irrevocable written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such Eurodollar Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a Eurodollar Rate Loan, the Borrower shall give the Agent at least four Eurodollar Business Days' prior written notice of such election received by and the Administrative Agent prior to 12:00 NoonInterest Period requested for such Loan, New York City timethe principal amount of the Loan so converted shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof and, three Business Days prior after giving effect to the proposed conversion date. The Company may elect from time to time to convert making of such Loan, there shall be no more than five (5) Eurodollar Loans to Alternate Base Rate Loans by giving the Administrative Agent prior irrevocable notice of such election received by the Administrative Agent prior to 12:00 Noon, New York City outstanding at any one time, one Business Day prior to the proposed conversion date. If the date upon which an Alternative Base Rate Loan is to be converted to a Eurodollar Loan is not a Business Day in London, then such conversion shall be made on the next succeeding Business Day in London ; and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Eurodollar Loans and Alternate Base Rate Loans may be converted as provided herein, provided that (iiii) no Loan may be converted into a Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing and continuing. All or any part of the Administrative Agent or the Majority Lenders have determined outstanding Loans of any Type may be converted as provided herein, provided that such no partial conversion is not appropriate and (ii) partial conversions shall be result in a Base Rate Loan in an aggregate principal amount of less than $50,000,000 1,000,000 or a whole Eurodollar Rate Loan in an aggregate principal amount of less than $2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $5,000,000 in excess thereof100,000. On the date on which such conversion is being made, each Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. Each Conversion Request relating to the conversion of a Base Rate Loan to a Eurodollar Rate Loan shall be irrevocable by the Borrower. (b) Any Eurodollar Loans Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Company Borrower with the notice provisions contained in subsection 2.9(a)terms of Section 4.1; provided, provided that no Eurodollar Rate Loan may be continued as such when any Default of the type described in subsections (a), (b), (c) or (d) of Section 12.1 or Event of Default has occurred and is continuing, and the Administrative Agent or the Majority Lenders have determined that such a continuation is not appropriate, in which case such Loan but shall be automatically converted to an Alternate a Base Rate Loan on the last day of the then current Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect theretoto any Loan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period.

Conversion Options. (a) The Company Borrower may elect from time to time to convert Alternate Base Rate Loans any portion of the outstanding Term Loan to Eurodollar Loans by giving the Administrative Agent prior irrevocable written notice of such election received by the Administrative Agent prior to 12:00 Noon, New York City time, three Business Days prior to the proposed conversion date. The Company may elect from time to time to convert Eurodollar Loans to Alternate Base Rate Loans by giving the Administrative Agent prior irrevocable notice of such election received by the Administrative Agent prior to 12:00 Noon, New York City time, one Business Day prior to the proposed conversion date. If the date upon which an Alternative Base Rate Loan is to be converted to a Eurodollar Loan is not a Business Day in London, then such conversion shall be made on the next succeeding Business Day in London and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Eurodollar Loans and Alternate Base Rate Loans may be converted as provided hereinanother Type, provided that (i) subject to the further proviso at the end of this §2.5(a) and subject to §2.5(b) and §2.5(d), with respect to any conversion of a Base Rate Loan to a Libor Rate Loan (or a continuation of a Libor Rate Loan, as provided in §2.5(b)), the Borrower shall give the Agent at least three (3) Business Days’ prior written notice of such election, which such notice must be received by the Agent by 10:00 a.m. on any Business Day; and (ii) no Loan may be converted into a Eurodollar Libor Rate Loan when any Default or Event of Default has occurred and is continuing and continuing. All or any part of the Administrative Agent or outstanding Term Loan of any Type may be converted as provided herein, provided that each Conversion Request relating to the Majority Lenders have determined that such conversion is not appropriate and (ii) partial conversions of a Base Rate Loan to a Libor Rate Loan shall be in for an aggregate principal amount of equal to $50,000,000 1,000,000 or a whole an integral multiple of $5,000,000 100,000 in excess thereofthereof and shall be irrevocable by the Borrower. (b) Any Eurodollar Loans portion of the Term Loan of any Type may be continued as such upon the expiration of an the Interest Period with respect thereto (i) in the case of Base Rate Loans, automatically and (ii) in the case of Libor Rate Loans by compliance by the Company Borrower with the notice provisions contained in subsection 2.9(a§2.5(a)(i); provided, provided that no Eurodollar Libor Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, and the Administrative Agent or the Majority Lenders have determined that such a continuation is not appropriate, in which case such Loan continuing but shall be automatically converted to an Alternate a Base Rate Loan on the last day of the then current first Interest Period relating thereto ending during the continuance of any Default or Event of Default. The Borrower shall notify the Agent promptly when any such automatic conversion contemplated by this §2.5(b) is scheduled to occur. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any portion of the Term Loan in accordance with the terms hereof, such portion of the Term Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period. (d) The Borrower may not request or elect a Libor Rate Loan pursuant to §2.4, elect to convert a Base Rate Loan to a Libor Rate Loan pursuant to §2.5(a) or elect to continue a Libor Rate Loan pursuant to §2.5(b) if, after giving effect thereto, there would be greater than five (5) Libor Rate Loans then outstanding. Any Loan Request or Conversion Request for a Libor Rate Loan that would create greater than five (5) Libor Rate Loans outstanding shall be deemed to be a Loan Request or Conversion Request for a Base Rate Loan. By way of explanation of the foregoing, in the event that the Borrower wishes to convert or continue two or more portions of the Term Loan into one Libor Rate Loan on the same day and for identical Interest Periods, such Libor Rate Loan shall constitute one single Libor Rate Loan for purposes of this clause (d). (e) The Agent will promptly notify each Lender of any Conversion Request received pursuant to §2.5(a) or continuation pursuant to §2.5(b) in accordance with its customary practices.

Conversion Options. (a) 2.7.1. Conversion to Different Type of Revolving Credit Loan. ----------------------------------------------------- The Company Borrower may elect from time to time to convert Alternate any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type, provided -------- that (a) with respect to any such conversion of a Eurodollar Rate Loan to a Base Rate Loans to Eurodollar Loans by giving Loan, the Administrative Borrower shall give the Agent at least one (1) Business Day's prior irrevocable written notice of such election received by the Administrative Agent prior election; (b) with respect to 12:00 Noon, New York City time, three Business Days prior to the proposed any such conversion date. The Company may elect from time to time to convert Eurodollar Loans to Alternate of a Base Rate Loans by giving Loan to a Eurodollar Rate Loan, the Administrative Borrower shall give the Agent at least three (3) Eurodollar Business Days' prior irrevocable written notice of such election received by the Administrative Agent prior election; (c) with respect to 12:00 Noon, New York City time, one Business Day prior any such conversion of a Eurodollar Rate Loan to the proposed conversion date. If the date upon which an Alternative a Base Rate Loan is to be converted to a Eurodollar Loan is not a Business Day in LondonLoan, then such conversion shall only be made on the next succeeding Business Day in London and during the period from such last day of an the Interest Period with respect to such succeeding Business Day such Eurodollar Rate Loan shall bear interest as if it were an Alternate and (d) no Base Rate Loan. All or any part of outstanding Eurodollar Loans and Alternate Base Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing and continuing. On the Administrative Agent or the Majority Lenders have determined that date on which such conversion is not appropriate and (ii) being made each Bank shall take such action as is necessary to transfer its applicable Commitment Percentage of such Revolving Credit Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. All or any part of outstanding Revolving Credit Loans of any Type may be converted into a Revolving Credit Loan of another Type as provided herein, provided -------- that any partial conversions conversion shall be in an aggregate principal amount of $50,000,000 500,000 or a whole an integral multiple of $5,000,000 100,000 in excess thereof. (b) Any Eurodollar Loans may be continued as such upon . Each Conversion Request relating to the expiration conversion of an Interest Period with respect thereto by compliance by the Company with the notice provisions contained in subsection 2.9(a); provided, that no Eurodollar Loan may be continued as such when any Default or Event of Default has occurred and is continuing, and the Administrative Agent or the Majority Lenders have determined that such a continuation is not appropriate, in which case such Loan shall be automatically converted to an Alternate Base Rate Loan on to a Eurodollar Rate Loan shall specify the last day of the then current Interest Period with respect theretofor such converted Eurodollar Rate Loan and shall be irrevocable by the Borrower.

Conversion Options. (a) The Company Borrower may elect from time to time to convert Alternate any outstanding Loan to a Loan of another Type, provided that (i) with respect to any such conversion of a Eurodollar Rate Loan to a Base Rate Loans Loan, the Borrower shall give the Agent at least three (3) Business Days, prior written notice of such election; (ii) with respect to any such conversion of a Eurodollar Loans by giving Rate Loan into a Base Rate Loan, such conversion shall only be made on the Administrative last day of the Interest Period with respect thereto; (iii) subject to the further proviso at the end of this section and subject to Section 2.6(b) and Section 2.6(d) hereof with respect to any such conversion of a Base Rate Loan to a Eurodollar Rate Loan, the Borrower shall give the Agent at least four (4) Eurodollar Business Days' prior irrevocable written notice of such election received by the Administrative Agent prior to 12:00 Noon, New York City time, three Business Days prior to the proposed conversion date. The Company may elect from time to time to convert Eurodollar Loans to Alternate Base Rate Loans by giving the Administrative Agent prior irrevocable notice of such election received by the Administrative Agent prior to 12:00 Noon, New York City time, one Business Day prior to the proposed conversion date. If the date upon which an Alternative Base Rate Loan is to be converted to a Eurodollar Loan is not a Business Day in London, then such conversion shall be made on the next succeeding Business Day in London and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Eurodollar Loans and Alternate Base Rate Loans may be converted as provided herein, provided that (iiv) no Loan may be converted into a Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing and continuing. On the Administrative Agent or the Majority Lenders have determined that date on which such conversion is not appropriate and (ii) partial conversions being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. All or any part of outstanding Loans of any Type may be converted as provided herein, provided further that each Conversion Request relating to the conversion of a Base Rate Loan to a Eurodollar Rate Loan shall be in for an aggregate principal amount of equal to $50,000,000 3,000,000 or a whole an integral multiple of $5,000,000 1,000,000 in excess thereofthereof and shall be irrevocable by the Borrower. (b) Any Eurodollar Loans of any Type may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Company Borrower with the notice provisions contained in subsection 2.9(aSection 2.6 (a); provided, provided that no Eurodollar Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, and the Administrative Agent or the Majority Lenders have determined that such a continuation is not appropriate, in which case such Loan continuing but shall be automatically converted to an Alternate a Base Rate Loan on the last day of the then current first Interest Period relating thereto ending during the continuance of any Default or Event of Default of which the officers of the Agent active upon the Borrower's account have actual knowledge. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period. (d) The Borrower may not request a Eurodollar Rate Loan pursuant to Section 2.5, elect to convert a Base Rate Loan to a Eurodollar Rate Loan pursuant to Section 2.5(a) or elect to continue a Eurodollar Rate Loan pursuant to Section 2.6(b) if, after giving effect thereto, there would be greater than eight (8) Eurodollar Rate Loans outstanding. Any Loan Request for a Eurodollar Rate Loan that would create greater than eight (8) Eurodollar Rate Loans outstanding shall be deemed to be a Loan Request for a Base Rate Loan.

Conversion Options. (a) The Company Borrower may elect from time to time to convert Alternate any outstanding Loan to a Loan of another Type, provided that (i) with respect to any such conversion of a Eurodollar Rate Loan to a Base Rate Loans Loan, the Borrower shall give the Agent at least three (3) Business Days, prior written notice of such election; (ii) with respect to any such conversion of a Eurodollar Loans by giving Rate Loan into a Base Rate Loan, such conversion shall only be made on the Administrative last day of the Interest Period with respect thereto; (iii) subject to the further proviso at the end of this section and subject to Section 2.6(b) and Section 2.6(d) hereof with respect to any such conversion of a Base Rate Loan to a Eurodollar Rate Loan, the Borrower shall give the Agent at least four (4) Eurodollar Business Days, prior irrevocable written notice of such election received by the Administrative Agent prior to 12:00 Noon, New York City time, three Business Days prior to the proposed conversion date. The Company may elect from time to time to convert Eurodollar Loans to Alternate Base Rate Loans by giving the Administrative Agent prior irrevocable notice of such election received by the Administrative Agent prior to 12:00 Noon, New York City time, one Business Day prior to the proposed conversion date. If the date upon which an Alternative Base Rate Loan is to be converted to a Eurodollar Loan is not a Business Day in London, then such conversion shall be made on the next succeeding Business Day in London and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Eurodollar Loans and Alternate Base Rate Loans may be converted as provided herein, provided that (iiv) no Loan may be converted into a Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing and continuing. On the Administrative Agent or the Majority Lenders have determined that date on which such conversion is not appropriate and (ii) partial conversions being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. All or any part of outstanding Loans of any Type may be converted as provided herein, provided further that each Conversion Request relating to the conversion of a Base Rate Loan to a Eurodollar Rate Loan shall be in for an aggregate principal amount of equal to $50,000,000 5,000,000 or a whole an integral multiple of $5,000,000 1,000,000 in excess thereofthereof and shall be irrevocable by the Borrower. (b) Any Eurodollar Loans of any Type may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Company Borrower with the notice provisions contained in subsection 2.9(a)Section 2.6 (a) ; provided, provided that no Eurodollar Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, and the Administrative Agent or the Majority Lenders have determined that such a continuation is not appropriate, in which case such Loan continuing but shall be automatically converted to an Alternate a Base Rate Loan on the last day of the then current first Interest Period relating thereto ending during the continuance of any Default or Event of Default of which the officers of the Agent active upon the Borrower's account have actual knowledge. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any Loan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period. (d) The Borrower may not request a Eurodollar Rate Loan pursuant to Section 2.5, elect to convert a Base Rate Loan to a Eurodollar Rate Loan pursuant to Section 2.6(a) or elect to continue a Eurodollar Rate Loan pursuant to Section 2.6(b) if, after giving effect thereto, there would be greater than eight (8) Eurodollar Rate Loans outstanding. Any Loan Request for a Eurodollar Rate Loan that would create greater than eight (8) Eurodollar Rate Loans outstanding shall be deemed to be a Loan Request for a Base Rate Loan.

Conversion Options. (a) The Company may Borrower may, in the case of Revolving Loans, elect from time to time to convert Alternate Base Rate Loans to Eurodollar SOFR Loans or to continue SOFR Loans, by giving delivering a Notice of Conversion/Extension to the Administrative Agent prior irrevocable written notice of such election received by the Administrative Agent prior to 12:00 Noon, New York City time, at least three Business Days prior to the proposed date of conversion dateor continuation. The Company In addition, the Borrower may elect from time to time to convert Eurodollar Loans all or any portion of a SOFR Loan to an Alternate Base Rate Loans Loan by giving the Administrative Agent prior irrevocable written notice of such election received thereof by the Administrative Agent prior to 12:00 Noon, New York City time, 11:00 A.M. one (1) Business Day prior to the proposed conversion datedate of conversion. If the date upon which an Alternative Alternate Base Rate Loan is to be converted to a Eurodollar SOFR Loan is not a Business Day in LondonDay, then such conversion shall be made on the next succeeding Business Day in London and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. SOFR Loans may only be converted to Alternate Base Rate Loans on the last day of the applicable Interest Period. If the date upon which a SOFR Loan is to be converted to an Alternate Base Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Eurodollar Loans and Alternate Base Rate Loans may be converted as provided herein, ; provided that (i) no Loan may be converted into a Eurodollar SOFR Loan when any Default or Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined that such conversion is not appropriate and (ii) partial conversions shall be in an aggregate principal amount of $50,000,000 1,000,000 or a whole multiple of $5,000,000 100,000 in excess thereof. All or any part of outstanding SOFR Loans may be converted as provided herein; provided that partial conversions shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof. (b) Any Eurodollar SOFR Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Company Borrower with the notice provisions contained in subsection 2.9(aSection 2.8(a); provided, that no Eurodollar SOFR Loan may be continued as such when any Default or Event of Default has occurred and is continuing, and the Administrative Agent or the Majority Lenders have determined that such a continuation is not appropriate, in which case such Loan shall be automatically converted to an Alternate Base Rate Loan on at the last day end of the then current applicable Interest Period with respect thereto. If the Borrower fails to give timely notice of an election to continue a SOFR Loan, or the continuation of SOFR Loans is not permitted hereunder, such SOFR Loans shall be automatically converted to Alternate Base Rate Loans at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Company may Borrower may, elect from time to time to convert Alternate Base Rate Loans to Eurodollar Rate Loans by giving the Administrative Agent at least three Business Days' prior irrevocable written notice of such election received by election. In addition, the Administrative Agent prior to 12:00 Noon, New York City time, three Business Days prior to the proposed conversion date. The Company Borrower may elect from time to time to convert Eurodollar Rate Loans to Alternate Base Rate Loans by giving the Administrative Agent prior irrevocable written notice of such election received by the Administrative Agent prior to 12:00 Noon, New York City time, 11:00 a.m. one Business Day Date prior to the proposed conversion datedate of conversion. A form of Notice of Conversion is attached as Exhibit C. If the date upon which an Alternative Alternate Base Rate Loan is to be converted to a an Eurodollar Rate Loan is not a Business Day Day, then such conversion shall be made on the next succeeding Business Day. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein; provided that (i) no Loan may be converted into an Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing and (ii) partial conversions shall be in Londonan aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Eurodollar Rate Loans may only be converted to Alternate Base Rate Loans on the last day of the applicable Interest Period. If the date upon which an Eurodollar Rate Loan is to be converted to an Alternate Base Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day in London and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Eurodollar Loans and Alternate Base Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined that such conversion is not appropriate and (ii) partial conversions shall be in an aggregate principal amount of $50,000,000 or a whole multiple of $5,000,000 in excess thereof. (b) Any Eurodollar Rate Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Company Borrower with the notice provisions contained in subsection 2.9(aSection 2.6(a); provided, that no Eurodollar Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, and the Administrative Agent or the Majority Lenders have determined that such a continuation is not appropriate, in which case such Loan shall be automatically converted to an Alternate Base Rate Loan on at the last day end of the then current applicable Interest Period with respect thereto. If the Borrower shall fail to give timely notice of an election to continue an Eurodollar Rate Loan, or the continuation of Eurodollar Rate Loans is not permitted hereunder, such Eurodollar Rate Loans shall be automatically converted to Alternate Base Rate Loans at the end of the applicable Interest Period with respect thereto.

Conversion Options. (a) The Company may elect from time to time to convert Alternate Base Rate Loans to Eurodollar Loans by giving the Administrative Agent prior irrevocable written notice of such election received by the Administrative Agent prior to 12:00 Noon, New York City time, three Business Days prior to the proposed conversion date. The Company may elect from time to time to convert Eurodollar Loans to Alternate Base Rate Loans by giving the Administrative Agent prior irrevocable notice of such election received by the Administrative Agent prior to 12:00 Noon, New York City time, one Business Day prior to the proposed conversion date. If the date upon which an Alternative Base Rate Loan is to be converted to a Eurodollar Loan is not a Business Day in London, then such conversion shall be made on the next succeeding Business Day in London and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Eurodollar Loans and Alternate Base Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined that such conversion is not appropriate and (ii) partial conversions shall be in an aggregate principal amount of $50,000,000 10,000,000 or a whole multiple of $5,000,000 1,000,000 in excess thereof. (b) Any Eurodollar Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Company with the notice provisions contained in subsection 2.9(a); provided, that no Eurodollar Loan may be continued as such when any Default or Event of Default has occurred and is continuing, and the Administrative Agent or the Majority Lenders have determined that such a continuation is not appropriate, in which case such Loan shall be automatically converted to an Alternate Base Rate Loan on the last day of the then current Interest Period with respect thereto.

Conversion Options. (a) The Company Companies may elect from time to time to convert Alternate Base Rate any portion of the outstanding Real Estate Term Loans to Eurodollar Real Estate Term Loans by giving the Administrative Agent prior irrevocable written notice of such election received by the Administrative Agent prior to 12:00 Noon, New York City time, three Business Days prior to the proposed conversion date. The Company may elect from time to time to convert Eurodollar Loans to Alternate Base Rate Loans by giving the Administrative Agent prior irrevocable notice of such election received by the Administrative Agent prior to 12:00 Noon, New York City time, one Business Day prior to the proposed conversion date. If the date upon which an Alternative Base Rate Loan is to be converted to a Eurodollar Loan is not a Business Day in London, then such conversion shall be made on the next succeeding Business Day in London and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Eurodollar Loans and Alternate Base Rate Loans may be converted as provided hereinanother Type, provided that (i) with respect to any such conversion of a Eurodollar Rate Loan into Real Estate Term Loans of another Type, such conversion shall only be made on the last day of the Term Loan Interest Period with respect thereto; (ii) with respect to any such conversion of a Base Rate Loan to a Eurodollar Rate Loan, the Companies shall give the Bank at least three (3) Eurodollar Business Days' prior written notice of such election; and (iii) no Loan may be converted into a Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing and the Administrative Agent continuing. All or the Majority Lenders have determined any part of outstanding Real Estate Term Loans of any Type may be converted as provided herein, provided that such conversion is not appropriate and (ii) partial conversions shall be in an aggregate principal amount of $50,000,000 500,000 or a whole larger integral multiple of $5,000,000 in excess thereof100,000. Each request relating to the conversion of any portion of the Revolving Credit Loans to a Eurodollar Rate Loan shall be irrevocable by the Companies. (b) Any Eurodollar Real Estate Term Loans of any Type may be continued as such upon the expiration of an a Term Loan Interest Period with respect thereto by compliance by the Company Companies with the notice provisions contained in subsection 2.9(ass.3.4(a); provided, provided that no Eurodollar Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, and the Administrative Agent or the Majority Lenders have determined that such a continuation is not appropriate, in which case such Loan but shall be automatically converted to an Alternate a Base Rate Loan on the last day of the then current first Term Loan Interest Period with respect relating thereto ending during the continuance of any Default or Event of Default of which the officers of the Bank active upon the Companies' account have actual knowledge. (c) Any conversion to or from Real Estate Term Loans that are Eurodollar Rate Loans shall be in such amounts and be made pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of all Eurodollar Rate Loans having the same Interest Period shall not be less than $500,000 or a larger integral multiple of $100,000 in excess thereof.

Conversion Options. (a) The Company may elect from time to time to convert Alternate Eurodollar Loans to Base Rate Loans by giving the Administrative Agent at least two Business Days' prior irrevocable notice of such election, PROVIDED that any such conversion of Eurodollar Loans shall be made only on the last day of an Interest Period with respect thereto. The Company may elect from time to time to convert Base Rate Loans to Eurodollar Loans by giving the Administrative Agent prior irrevocable written notice of such election received by the Administrative Agent prior to 12:00 Noon, New York City time, at least three Business Days prior to the proposed conversion date. The Company may elect from time to time to convert Eurodollar Loans to Alternate Base Rate Loans by giving the Administrative Agent Working Days' prior irrevocable notice of such election received by election. Upon receipt of such notice, the Administrative Agent prior to 12:00 Noon, New York City time, shall within one Business Day prior to the proposed conversion date. If of the date upon which an Alternative Base Rate Loan such notice is to be converted to a Eurodollar Loan is not a Business Day in Londonreceived, then such conversion shall be made on the next succeeding Business Day in London and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loannotify each Bank thereof. All or any part of outstanding Eurodollar Loans and Alternate or Base Rate Loans may be converted as provided herein, provided PROVIDED that (i) partial conversions shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof, and (ii) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined continuing; PROVIDED, FURTHER, that at no time may any Eurodollar Tranche be outstanding after such conversion is not appropriate and (ii) partial conversions shall be in an aggregate principal amount of less than $50,000,000 or a whole multiple of $5,000,000 in excess thereof3,000,000. (b) Any Eurodollar Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Company with the applicable notice provisions contained in subsection 2.9(aSection 2.14(a); providedPROVIDED, that no Eurodollar Loan may be continued as such when any Default or Event of Default has occurred and is continuing, and the Administrative Agent or the Majority Lenders have determined that but such a continuation is not appropriate, in which case such Loan Loans shall be automatically converted to an Alternate a Base Rate Loan on the last day of the then current Interest Period then in effect with respect thereto; the Administrative Agent shall notify the Banks promptly that such automatic conversion will occur. (c) Each continuation of or conversion into a Eurodollar Loan shall constitute a representation and warranty by the Company as of the date of such continuation or conversion, as the case may be, that no Default or Event of Default has occurred and is continuing.