Common use of Conversion or Continuation Clause in Contracts

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans that are Base Rate Loans to Eurodollar Rate Loans in amounts equal to $2,000,000 and integral multiples of $500,000 in excess of that amount or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $2,000,000 and integral multiples of $500,000 in excess of that amount as a Eurodollar Rate Loan or convert all or any portion of such Loan equal to $1,000,000 and integral multiples of $500,000 in excess of that amount to a Base Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Company shall deliver a duly executed Notice of Conversion/Continuation to Administrative Agent no later than 1:00 P.M. (New York City time) on the Business Day of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). In lieu of delivering a Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Administrative Agent shall notify each Lender of any Loan subject to a Notice of Conversion/Continuation. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable and Company shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company shall have the option (i) to convert at any time all or any part of its outstanding Term Loans equal to or in excess of $5,000,000 or all or any part of its outstanding Revolving Loans that are Base Rate Loans to Eurodollar Rate Loans in amounts equal to $2,000,000 5,000,000 and integral multiples of $500,000 1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan that is a Term Loan, to continue all or any portion of such Loan equal to or in excess of $5,000,000 as a Eurodollar Rate Loan or upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan that is a Revolving Loan, to continue all or any portion of such Loan equal to $2,000,000 5,000,000 and integral multiples of $500,000 1,000,000 in excess of that amount as a Eurodollar Rate Loan or convert all or any portion of such Loan equal to $1,000,000 and integral multiples of $500,000 in excess of that amount to a Base Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Company shall deliver a duly executed Notice of Conversion/Continuation to Administrative Agent no later than 1:00 2:00 P.M. (New York City time) on the at least (i) one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least or (ii) three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). In lieu of delivering a Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Administrative Agent shall notify each Lender of any Loan subject to a Notice of Conversion/Continuation. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable and Company shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans that are Base Rate Loans to Eurodollar Rate Loans in amounts equal to $2,000,000 1,000,000 and integral multiples of $500,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $2,000,000 1,000,000 and integral multiples of $500,000 in excess of that amount as a Eurodollar Rate Loan or convert all or any portion of such Loan equal to $1,000,000 and integral multiples of $500,000 in excess of that amount to a Base Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Company shall deliver a duly executed Notice of Conversion/Continuation to Administrative Agent no later than 1:00 P.M. 11:00 a.m. (New York City time) on the at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). In lieu of delivering a Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Administrative Agent shall notify each Lender of any Loan subject to a Notice of Conversion/Continuation. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable and Company shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans that are Base Rate Loans to Eurodollar Rate Loans in amounts equal to $2,000,000 1,000,000 and integral multiples of $500,000 100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion the entire amount of such Loan equal remaining outstanding at such time, or to $2,000,000 and integral multiples of $500,000 in excess of that amount as a Eurodollar Rate Loan or convert all or continue any portion of such Loan equal to $1,000,000 and integral multiples of $500,000 100,000 in excess of that amount to amount, as a Base Eurodollar Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Company shall deliver a duly executed Notice of Conversion/Continuation to Administrative Agent no later than 1:00 P.M. (New York City time) on the at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) Loan and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). In lieu of delivering a Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Administrative Agent shall notify each Lender of any Loan subject to a Notice of Conversion/Continuation. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable and Company shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company Borrowers shall have the option (i) to convert at any time all or any part of its their outstanding Term Loans or Revolving Loans that are Base Rate Loans to Eurodollar Rate Loans in amounts equal to $2,000,000 200,000 and integral multiples of $500,000 100,000 in excess of that amount from Revolving Loans bearing interest at a rate determined by reference to one basis to Revolving Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Revolving Loan equal to $2,000,000 500,000 and integral multiples of $500,000 200,000 in excess of that amount as a Eurodollar Rate Loan or convert all or any portion of such Loan equal to $1,000,000 and integral multiples of $500,000 in excess of that amount to a Base Rate Loan; provided, however, that (a) no Base Rate Loan may be converted into a Eurodollar Rate Loan and no Eurodollar Rate Loan may be continued as a Eurodollar Rate Loan if an Event of Default or Potential Event of Default then exists and (b) a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Company Borrowers shall deliver a duly executed Notice of Conversion/Continuation to Administrative Agent no later than 1:00 P.M. 10:00 A.M. (New York City Chicago time) on the at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). In lieu of delivering a Notice of Conversion/Continuation, Company Continuation Borrowers may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Administrative Agent shall promptly notify each Lender of any Revolving Loan subject to a the Notice of Conversion/Continuation. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable and Company shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company the Borrowers shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans that are Base Rate Loans to Eurodollar Rate Loans in amounts equal to $2,000,000 3,000,000 (or $1,000,000 in the case of Revolving Loans) and integral multiples of $500,000 1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $2,000,000 3,000,000 and integral multiples of $500,000 1,000,000 in excess of that amount as a Eurodollar Rate Loan or convert all or any portion of such Loan equal to $1,000,000 and integral multiples of $500,000 in excess of that amount to a Base Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Company Borrowers shall deliver a duly executed Notice of Conversion/Continuation Notice to the Administrative Agent no later than 1:00 P.M. p.m. (New York City time) on the at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Conversion/Continuation Notice shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering a Notice of the above-described Conversion/ContinuationContinuation Notice, Company the Borrowers may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation Notice to the Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, the Administrative Agent shall notify promptly transmit such notice by telefacsimile or telephone to each Lender. Neither the Administrative Agent nor any Lender shall incur any liability to the Borrowers in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by a duly authorized officer or other Person authorized to act on behalf of the Borrowers or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loan subject Loans in accordance with this Agreement pursuant to any such telephonic notice Borrowers shall have effected a Notice of Conversion/Continuationconversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation Notice for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and Company after the related Interest Rate Determination Date, and Borrowers shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company shall have the option (i) to convert at any time all or any part of its outstanding Term Loans of a Class or Revolving Loans that are Base Rate Loans to Eurodollar Rate Loans in amounts equal to $2,000,000 5,000,000 and integral multiples of $500,000 1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $2,000,000 5,000,000 and integral multiples of $500,000 1,000,000 in excess of that amount as a Eurodollar Rate Loan or convert all or any portion of such Loan equal to $1,000,000 and integral multiples of $500,000 in excess of that amount to a Base Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Alternate Base Rate Loan on the expiration date of an Interest Period applicable thereto. Company shall deliver a duly executed Notice of Conversion/Continuation to Administrative Agent no later than 1:00 P.M. p.m. (New York City time) on the at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a an Alternate Base Rate Loan) and at least three Eurodollar Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount, Class and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering a the above-described Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly notify each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loan subject Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a Notice of Conversion/Continuationconversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable and Company shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.62.8, Company shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving (other than Swingline Loans that are Base and Bid Rate Loans to Eurodollar Rate Loans in amounts Loans) equal to $2,000,000 5,000,000 and integral multiples of $500,000 1,000,000 in excess of that amount amount, from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a CD Rate Loan or a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $2,000,000 5,000,000 and integral multiples of $500,000 1,000,000 in excess of that amount as a Eurodollar CD Rate Loan or convert all or any portion a Eurodollar Rate Loan, as the case may be, and the succeeding Interest Period(s) of such continued Loan equal shall commence on the date of expiration of the Interest Period of the Loan to $1,000,000 and integral multiples of $500,000 in excess of that amount to a Base Rate Loanbe continued; provided, however, that a CD Rate Loan or a Eurodollar Rate Loan may only be converted into a Base Rate Loan bearing interest by reference to an alternative basis on the expiration date of an Interest Period applicable thereto; further provided that no outstanding Loan may be continued as, or be converted into, a CD Rate Loan or a Eurodollar Rate Loan when any Event of Default or Potential Event of Default has occurred and is continuing. Company shall deliver a duly executed Notice of Conversion/Continuation to Administrative Agent no later than 1:00 P.M. (New York City time) on the at least one Business Day in advance of the proposed conversion conversion/continuation date (in the case of a conversion to a Base Rate Loan) Loan or a CD Rate Loan and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan. A Notice of Conversion/Continuation shall certify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of conversion to or continuation of a CD Rate Loan or a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of conversion to or continuation of a CD Rate Loan or a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering a the above-described Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D2.3.E; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Administrative Agent shall notify each Lender of any Loan subject If Company has failed to a Notice of Conversion/Continuation. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, timely deliver a Notice of Conversion/Continuation for conversion to, or continuation of, a CD Rate Loan or a Eurodollar Rate Loan, Company shall be deemed to have delivered to Agent a Notice of Conversion/Continuation to convert such CD Rate Loan or Eurodollar Rate Loan, as the case may be, to a Base Rate Loan. Neither Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to in this subsection 2.3.E that Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.3.E, and upon conversion/continuation in accordance with this Agreement pursuant to any such telephonic notice, Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsection 2.8, a Notice of Conversion/Contin- uation for conversion to, or continuation of, a CD Rate Loan or a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion convert or continuation continue in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans that are Base Rate Loans to Eurodollar Rate Loans in amounts equal to $2,000,000 and integral multiples of $500,000 100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $2,000,000 and integral multiples of $500,000 100,000 in excess of that amount as a Eurodollar Rate Loan or convert all or any portion of such Loan equal to $1,000,000 and integral multiples of $500,000 in excess of that amount to a Base Rate Loan; providedPROVIDED, howeverHOWEVER, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Company shall deliver a duly executed Notice of Conversion/Continuation to Administrative Agent no later than 1:00 P.M. 11:00 A.M. (New York City time) on the at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). In lieu of delivering a Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided PROVIDED that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Administrative Agent shall notify each Lender of any Loan subject to a any Notice of Conversion/Continuation. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable and Company shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company the Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans that are Base Rate Loans to Eurodollar Rate Loans in amounts equal to $2,000,000 5,000,000 (or $1,000,000 in the case of Revolving Loans) and integral multiples of $500,000 1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan or HIBOR Rate Loan, to continue all or any portion of such Loan equal to $2,000,000 3,000,000 and integral multiples of $500,000 1,000,000 in excess of that amount as a Eurodollar Rate Loan or convert all or any portion HIBOR Rate Loan, it being understood that each amount set forth in the foregoing clauses (i) and (ii) shall apply to the requested aggregate amount of such Loan equal conversion or continuation, as applicable, to $1,000,000 be so converted or continued (calculated using the Dollar Equivalent (based on the applicable Closing FX Rates) in the case of Loans denominated in HK Dollars and integral multiples of $500,000 in excess of that amount to a Base Rate LoanPatacas); provided, however, that except as provided in subsection 2.6F, a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Company The Borrower shall deliver a duly executed Notice of Conversion/Continuation Notice to the Administrative Agent no later than 1:00 P.M. 3:00 p.m. (New York City Eastern time) on the at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three five Business Days in advance of the proposed conversion/continuation date (in the case of a conversion toto a Eurodollar Rate Loan, or a continuation ofof a Eurodollar Rate Loan or HIBOR Rate Loan). A Conversion/Continuation Notice shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to a Eurodollar Rate Loan), or a continuation of a Eurodollar Rate Loan or HIBOR Rate Loan, the requested Interest Period, (v) in the case of a conversion to a Eurodollar Rate Loan, or a continuation of a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing and (vi) in the case of a continuation of a HIBOR Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing or, if a Potential Event of Default or Event of Default has occurred and is continuing, the Borrower has not been notified in writing by the Administrative Agent that it may not continue such HIBOR Rate Loan. In lieu of delivering a Notice of the above-described Conversion/ContinuationContinuation Notice, Company the Borrower may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation Notice to the Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, the Administrative Agent shall notify promptly transmit such notice by telefacsimile or telephone to each Lender. Neither the Administrative Agent nor any Lender shall incur any liability to the Borrower in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by a duly authorized officer or other Person authorized to act on behalf of the Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loan subject Loans in accordance with this Agreement pursuant to any such telephonic notice the Borrower shall have effected a Notice of Conversion/Continuationconversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C 2.6C, 2.6F and 2.6G, a Notice of Conversion/Continuation Notice for conversion to, or continuation of, a Eurodollar Rate Loan or a HIBOR Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and Company after the related Interest Rate Determination Date, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans that are Base Rate Loans to Eurodollar Rate Loans in amounts equal to $2,000,000 5,000,000 and integral multiples of $500,000 1,000,000 in excess of that amount to Eurodollar Rate Loans, (ii) to convert at any time all or any part of its outstanding Eurodollar Rate Loans equal to $500,000 and integral multiples of $100,000 in excess of that amount to Base Rate Loans, or (iiiii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $2,000,000 5,000,000 and integral multiples of $500,000 1,000,000 in excess of that amount as a Eurodollar Rate Loan or convert all or any portion of such Loan equal to $1,000,000 and integral multiples of $500,000 in excess of that amount to a Base Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Company shall deliver a duly executed Notice of Conversion/Continuation to Administrative Agent no later than 1:00 P.M. 8:30 A.M. (New York City Pacific time) on the at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Event of Default or, to Company's Best Knowledge (following the reasonable exercise of diligence appropriate for the circumstance in question by the officers of the Company executing such certificate), no Potential Event of Default has occurred and is continuing. In lieu of delivering a the above- described Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to Administrative Administra tive Agent on or before the proposed conversion/continuation date. Neither Administrative Agent nor any Lender shall notify each Lender incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith consistent with commercial banking practices to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loan subject Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a Notice of Conversion/Continuationconversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6subsections 2.6 and 2.1B, Company Borrowers shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans that are Base Rate Loans to Eurodollar Rate Loans in amounts equal to $2,000,000 1,000,000 and integral multiples of $500,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $2,000,000 1,000,000 and integral multiples of $500,000 in excess of that amount as a Eurodollar Rate Loan or convert all or any portion of such Loan equal to $1,000,000 and integral multiples of $500,000 in excess of that amount to a Base Rate Loan; provided, however, -------- ------- that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Company Borrowers' Agent shall deliver a duly executed Notice of Conversion/Continuation to Administrative Agent no later than 1:00 P.M. 10:00 A.M. (New York City time) on the Business Day of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). In lieu of delivering a Notice of Conversion/Continuation, Company Borrowers' Agent may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly -------- confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall notify promptly transmit such notice by telefacsimile or telephone to each Lender of any the Loan subject to a the Notice of Conversion/Continuation. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable and Company shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans that are Base Rate Loans to Eurodollar Rate Loans in amounts equal to $2,000,000 10,000,000 and integral multiples of $500,000 1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan its outstanding Revolving Loans equal to $2,000,000 10,000,000 and integral multiples of $500,000 1,000,000 in excess of that amount as a Eurodollar Rate Loan or convert all or any portion Loan, and the succeeding Interest Period(s) of such continued Loan equal shall commence on the last day of the Interest Period of the Loan to $1,000,000 and integral multiples of $500,000 in excess of that amount to a Base Rate Loanbe continued; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto; and provided, further, that, unless Requisite Lenders otherwise agree, no outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan when any Event of Default has occurred and is continuing. Company shall deliver a duly executed Notice of Conversion/Continuation to Administrative Agent no later than 1:00 P.M. 12:00 Noon (New York City time) on the at least one Business Day in advance of the proposed conversion conversion/continuation date (in the case of a conversion to a Base Rate Loan) and at least or three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/ Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation and (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period. In lieu of delivering a the above described Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Administrative Agent shall notify each Lender incur no liability to Company in acting upon any telephonic notice referred to above which Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D and upon conversion/continuation by Administrative Agent in accordance with this Agreement pursuant to any Loan subject to a Notice of Conversion/Continuationtelephonic notice, Company shall have effected Loans hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6Gsubsection 2.6D, a Notice of Conversion/Conversion/ Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and upon delivering a Notice of Conversion/Continuation Company shall be bound to effect a conversion convert or continuation continue in accordance therewith, unless Company pays to Lenders such amounts as may be due under subsection 2.6E for failure of a conversion to or continuation of any Eurodollar Rate Loan to occur on the date specified therefor in a Notice of Conversion/Continuation (or telephonic notice in lieu thereof).

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company each Borrower shall have the option (iA)(i) to convert at any time all or any part of its outstanding Term US Loans or Revolving Loans CN Tranche Term Loans, as the case may be, equal to US$1,000,000 and integral multiples of US$1,000,000 in excess of that are amount from Base Rate Loans to Eurodollar Rate Loans in amounts equal to $2,000,000 and integral multiples of $500,000 in excess of that amount or Loans; (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $2,000,000 US$1,000,000 and integral multiples of $500,000 US$1,000,000 in excess of that amount as a Eurodollar Rate Loan; or (iii) subject to the payment of all amounts due under subsection 2.6D, to convert a Eurodollar Rate Loan into a Base Rate Loan at any time or (B)(i) to convert at any time all or any part of its outstanding CN Tranche Revolving Loans equal to CN$500,000 and integral multiples of CN$500,000 in excess of that amount from CN Prime Rate Loans to BA Rate Loans; or (ii) upon the expiration of any Interest Period applicable to a BA Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 CN$500,000 and integral multiples of $500,000 CN$500,000 in excess of that amount to as a Base BA Rate Loan; providedor (iii) subject to the payment of all amounts due under subsection 2.6D, however, that to convert a Eurodollar BA Rate Loan may only be converted into a Base CN Prime Rate Loan on the expiration date of an Interest Period at any time. The applicable thereto. Company Borrower shall deliver a duly executed Notice of Conversion/Continuation to the applicable Administrative Agent no later than 1:00 P.M. 11:00 A.M. (New York City time) on the Business Day of the proposed conversion date (in the case of a conversion to a Base Rate Loan or a CN Prime Rate Loan) and or at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan or a BA Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan or a BA Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan or a BA Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering a the above-described Notice of Conversion/Continuation, Company the applicable Borrower may give the applicable Administrative Agent telephonic notice by the required time of any proposed conversion/conversion or continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to such Administrative Agent on or before the proposed conversion/conversion or continuation date. None of any Administrative Agent or any Lender shall notify each Lender incur any liability to any Borrower in acting upon any telephonic notice referred to above that any Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of such Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loan subject Loans in accordance with this Agreement pursuant to any such telephonic notice such Borrower shall have effected a Notice of Conversion/Continuationconversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan or a BA Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and Company after the related Interest Rate Determination Date, and such Borrower shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company shall have the option (i) to convert at any time all or any part of its outstanding Tranche A Term Loans or Tranche B Term Loans equal to or in excess of $5,000,000 or all or any part of its outstanding Revolving Loans that are Base Rate Loans to Eurodollar Rate Loans in amounts equal to $2,000,000 5,000,000 and integral multiples of $500,000 1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan that is a Tranche A Term Loan or Tranche B Term Loan, to continue all or any portion of such Loan equal to or in excess of $5,000,000 as a Eurodollar Rate Loan or upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan that is a Revolving Loan, to continue all or any portion of such Loan equal to $2,000,000 5,000,000 and integral multiples of $500,000 1,000,000 in excess of that amount as a Eurodollar Rate Loan or convert all or any portion of such Loan equal to $1,000,000 and integral multiples of $500,000 in excess of that amount to a Base Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Company shall deliver a duly executed Notice of Conversion/Continuation to Administrative Agent no later than 1:00 2:00 P.M. (New York City time) on the at least (i) one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least or (ii) three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). In lieu of delivering a Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly notify each Lender of any the Loan subject to a the Notice of Conversion/Continuation. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable and Company shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company shall have the option (i) to convert at any time all or any part of its outstanding Tranche A Term Loans, Tranche B Term Loans or Revolving Loans that are Base Rate Loans to Eurodollar Rate Loans in amounts equal to $2,000,000 5,000,000 and integral multiples of $500,000 1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $2,000,000 5,000,000 and integral multiples of $500,000 1,000,000 in excess of that amount as a Eurodollar Rate Loan or convert all or any portion of such Loan equal to $1,000,000 and integral multiples of $500,000 in excess of that amount to a Base Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Alternate Base Rate Loan on the expiration date of an Interest Period applicable thereto. Company shall deliver a duly executed Notice of Conversion/Continuation to Administrative Agent no later than 1:00 P.M. 12:00 Noon (New York City time) on the at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a an Alternate Base Rate Loan) and at least three Eurodollar Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering a the above-described Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly notify each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loan subject Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a Notice of Conversion/Continuationconversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable and Company shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company shall have the option (i) to convert at any time all or any part of its outstanding Tranche A Term Loans, Tranche B Term Loans or Revolving Loans that are Base Rate Loans to Eurodollar Rate Loans in amounts equal to $2,000,000 1,000,000 and integral multiples of $500,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $2,000,000 1,000,000 and integral multiples of $500,000 in excess of that amount as a Eurodollar Rate Loan or convert all or any portion of such Loan equal to $1,000,000 and integral multiples of $500,000 in excess of that amount to a Base Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Company shall deliver a duly executed Notice of Conversion/Continuation to Administrative Agent no later than 1:00 P.M. 10:00 A.M. (New York City time) on the at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering a the above-described Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Administrative Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Agent shall notify promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loan subject Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a Notice of Conversion/Continuationconversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.62.8 and the limitation on the number of Interest Periods contained in subsection 2.2(B)(8), Company Borrower shall have the option to (i1) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans that are Base Rate Loans to Eurodollar Rate Loans in amounts equal to $2,000,000 1,000,000 and integral multiples of $500,000 100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, or (ii2) upon the expiration of any Interest Period applicable to a Eurodollar LIBOR Rate Loan, to continue all or any portion of such Loan equal to $2,000,000 and integral multiples of $500,000 in excess of that amount as a Eurodollar Rate Loan or convert all or any portion of such Loan equal to $1,000,000 and integral multiples of $500,000 100,000 in excess of that amount to as a Base Rate Loan; provided, however, that a Eurodollar LIBOR Rate Loan and the succeeding Interest Period(s) of such continued Loan shall commence on the last day of the Interest Period of the Loan to be continued; provided that LIBOR Rate Loans may only be converted into a Base Rate Loan Loans bearing interest determined by reference to an alternative basis on the expiration date of an Interest Period applicable thereto; and provided, further, that no outstanding Loan may be continued as, or be converted into, a LIBOR Rate Loan when any Event of Default or Default has occurred and is continuing; and provided, further, that no Loan may be converted into a LIBOR Rate Loan until ten (10) days after the First Amendment Date. Company Borrower shall deliver a duly executed fully and properly completed Notice of Conversion/Continuation to Administrative Agent Lender no later than 1:00 P.M. 11:00 A.M. (New York City Los Angeles time) on the Business Day of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three (3) Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan)date. In lieu of delivering a the above-described Notice of Conversion/Continuation, Company Borrower may give Administrative Agent Lender telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D2.2(E); provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to Administrative Agent Lender on or before the proposed conversion/continuation date. Administrative Agent Lender shall notify each not incur any liability to Borrower in acting upon any telephonic notice referred to above that Lender believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of any Loan subject to a Notice of Conversion/ContinuationBorrower or for otherwise acting in good faith under this subsection 2.2(E). Except as otherwise provided in subsections 2.6B, 2.6C and 2.6Gsubsection 2.8(D), a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar LIBOR Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable and Company once given, Borrower shall be bound to effect a conversion convert or continuation continue in accordance therewiththerewith and Lender shall have no liability for acting in accordance with Borrower's instructions contained therein.

Conversion or Continuation. (a) Subject to the provisions of subsection 2.6clause (d) and (e) of this Section 2.8 and the provisions of Section 2.14, Company Borrowers shall have the option to (i) to convert at any time all or any part portion of its the principal amount of outstanding Term Loans or Revolving Loans that are Base Rate Loans to Eurodollar Rate Loans in amounts equal to $2,000,000 250,000, and integral multiples of $500,000 50,000 in excess of that amount or such amount, to a SOFR Loan, (ii) convert all or any portion of the principal amount of outstanding SOFR Loans equal to $250,000 and integral multiples of $50,000 in excess of such amount, to a Base Rate Loan, and (iii) upon the expiration of any Interest Period applicable to a Eurodollar Rate any outstanding Term-Based SOFR Loan, to continue all or any portion of the principal amount of such Term-Based SOFR Loan equal to $2,000,000 250,000, and integral multiples of $500,000 50,000 in excess of that amount such amount, as a Eurodollar Rate Loan or convert all or any portion Term-Based SOFR Loan, and the succeeding Interest Period of such continued Loan equal to $1,000,000 and integral multiples shall commence on the expiration date of $500,000 in excess of that amount to a Base Rate Loanthe Interest Period previously applicable thereto; provided, however, that a Eurodollar Rate Term-Based SOFR Loan only may only be converted into a Base Rate Loan or continued, as the case may be, on the expiration date of an the Interest Period applicable thereto. Company ; provided further, however, that no outstanding Loan may be continued as, or be converted into, a SOFR Loan when any Unmatured Event of Default or Event of Default has occurred and is continuing; provided further, however, that if, before the expiration of an Interest Period of a Term-Based SOFR Loan, Administrative Borrower fails to timely deliver the appropriate Request for Conversion/ Continuation, such Term-Based SOFR Loan automatically shall be converted to a Base Rate Loan. (b) Administrative Borrower shall by telefacsimile, mail, email or personal service deliver a duly executed Notice of Request for Conversion/Continuation to Administrative Agent Lender (i) no later than 1:00 P.M. noon Pacific time, one (New York City time1) on the Business Day of prior to the proposed conversion date (date, in the case of a conversion to a Base Rate Loan, and (ii) and at least three no later than noon Pacific time, two (2) U.S. Government Securities Business Days in advance of prior to the proposed conversion/conversion or continuation date (date, in the case of a conversion to, or a continuation of, a Eurodollar Rate SOFR Loan). In lieu of delivering a Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of A Request for Conversion/Continuation to Administrative Agent on or before shall specify (x) the proposed conversion/conversion or continuation date. Administrative Agent date (which shall notify each Lender be a Business Day or a U.S. Government Securities Business Day, as applicable), (y) the amount and type of the Loan to be converted or continued, and (z) the Interest Period applicable to any Loan subject being converted to or continued as a Notice of Conversion/Continuation. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Term-Based SOFR Loan. (c) Any Request for Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable and Company Borrowers shall be bound obligated to effect a conversion convert or continuation continue in accordance therewith. (d) No Loan (or portion thereof) may be converted into, or continued as, a Term-Based SOFR Loan with an Interest Period that ends after (i) with respect to a Revolving Loan, the Revolving Credit Maturity Date, and (ii) with respect to Term Loans, the Term Loan Maturity Date.

Conversion or Continuation. (i) Minimum Amount Subject to the provisions of subsection Section 2.6, Company shall have the option (i) to convert at any time all or any part of its the outstanding Term Loans or Revolving Loans that are Base Rate Loans to Eurodollar Rate Loans in amounts equal to $2,000,000 500,000 and integral multiples of $500,000 100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate SOFR Loan, to continue all or any portion of such Loan equal to $2,000,000 500,000 and integral multiples of $500,000 100,000 in excess of that amount as a Eurodollar Rate Loan or convert all or any portion of such Loan equal to $1,000,000 and integral multiples of $500,000 in excess of that amount to a Base Rate SOFR Loan; provided, however, that a Eurodollar Rate SOFR Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. . (ii) Conversion/Continuation Notice Company shall deliver a duly executed Notice of Conversion/Continuation to Administrative Agent no later than 1:00 P.M. 10:00 A.M. (New York City time) on the at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and no later than 12:00 Noon (New York City time) at least three U.S. Government Securities Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate SOFR Loan). In lieu of delivering a Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2DSection 2.2(d); provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Administrative Agent shall notify each Lender of any Loan subject to a Notice of Conversion/Continuation. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable and Company shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. (i) Minimum Amount Subject to the provisions of subsection Section 2.6, Company shall have the option (i) to convert at any time all or any part of its the outstanding Term Loans or Revolving Loans that are Base Rate Loans to Eurodollar Rate Loans in amounts equal to $2,000,000 500,000 and integral multiples of $500,000 100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate LIBOR Loan, to continue all or any portion of such Loan equal to $2,000,000 500,000 and integral multiples of $500,000 100,000 in excess of that amount as a Eurodollar Rate Loan or convert all or any portion of such Loan equal to $1,000,000 and integral multiples of $500,000 in excess of that amount to a Base Rate LIBOR Loan; provided, however, that a Eurodollar Rate LIBOR Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. . (ii) Conversion/Continuation Notice Company shall deliver a duly executed Notice of Conversion/Continuation to Administrative Agent no later than 1:00 P.M. 10:00 A.M. (New York City time) on the at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and no later than 12:00 Noon (New York City time) at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate LIBOR Loan). In lieu of delivering a Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2DSection 2.2(d); provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Administrative Agent shall notify each Lender of any Loan subject to a Notice of Conversion/Continuation. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable and Company shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company the Borrower shall have the option (i) to convert at any time all or any part of its outstanding Revolving Loans or Term Loans or Revolving Loans that are Base Rate Loans to Eurodollar Rate Loans in amounts equal to $2,000,000 5,000,000 and integral multiples of $500,000 1,000,000 in excess of that amount from Eurodollar Rate Loans to Base Rate Loans (and vice versa) or (ii) upon the expiration of any Interest Period applicable to CHAR1\1732468v1CHAR1\1735441v5 a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $2,000,000 5,000,000 and integral multiples of $500,000 1,000,000 in excess of that amount as a Eurodollar Rate Loan or convert all or any portion of such Loan equal to $1,000,000 and integral multiples of $500,000 in excess of that amount to a Base Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable theretothereto unless the Borrower shall pay compensation to the Lenders in connection therewith pursuant to subsection 2.6D as if such conversion were a prepayment of such Eurodollar Rate Loan on such date. Company The Borrower shall deliver a duly executed Notice of Conversion/Continuation to the Administrative Agent duly executed by an Officer of the Borrower (or a designee thereof previously identified in writing by an Officer of the Borrower) no later than 1:00 P.M. (New York City timeTime) on the (i) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan), and (ii) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). In lieu of delivering a Notice of Conversion/Continuation, Company the Borrower may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to the Administrative Agent on or before the proposed conversion/continuation date. The Administrative Agent shall notify each Lender of any Loan subject to a Notice of Conversion/Continuation. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable and Company shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans that are Base Rate Loans to Eurodollar Rate Loans in amounts equal to $2,000,000 1,000,000 and integral multiples of $500,000 100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate LIBOR Loan, to continue all or any portion of such Loan equal to $2,000,000 1,000,000 and integral multiples of $500,000 100,000 in excess of that amount as a Eurodollar Rate Loan or convert all or any portion of such Loan equal to $1,000,000 and integral multiples of $500,000 in excess of that amount to a Base Rate LIBOR Loan; provided, however, that a Eurodollar Rate LIBOR Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. thereto unless Company pays on such conversion date all amounts owing to Lenders under subsection 2.6D. Company shall deliver a duly executed Notice of Conversion/Continuation to Administrative Agent no not later than 1:00 P.M. 12:00 Noon (New York City time) on the at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate LIBOR Loan). In lieu of delivering a Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall notify each Lender of any Loan subject to a the Notice of Conversion/Continuation. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable and Company shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans that are Base Rate Loans to Eurodollar Rate Loans in amounts equal to $2,000,000 500,000 and integral multiples of $500,000 100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $2,000,000 1,000,000 and integral multiples of $500,000 100,000 in excess of that amount as a Eurodollar Rate Loan or convert all or any portion of such Loan equal to $1,000,000 and integral multiples of $500,000 in excess of that amount to a Base Rate Loan; provided, however, that a Loans ----------------- may not be continued as or converted to Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of Loans with an Interest Period applicable theretolonger than one month prior to the end of the Initial Period. Company shall deliver a duly executed Notice of Conversion/Continuation at any time after the Effective Date to Administrative Agent no later than 1:00 P.M. 12:00 Noon (New York City time) on the at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering a the above-described Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice -------- shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall notify promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loan subject Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a Notice of Conversion/Continuationconversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith. Notwithstanding the foregoing, Eurodollar Rate Loans may be converted to Base Rate Loans prior to the expiration of the applicable Interest Periods so long as such conversion occurs on the Effective Date; provided that accrued interest through the Effective Date on the Loans so converted shall be paid within five Business Days following the Effective Date.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans that are Base Rate Loans to Eurodollar Rate Loans in amounts equal to $2,000,000 1,000,000 and integral multiples of $500,000 100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $2,000,000 5,000,000 and integral multiples of $500,000 1,000,000 in excess of that amount as a Eurodollar Rate Loan or convert all or any portion of such Loan equal to $1,000,000 and integral multiples of $500,000 in excess of that amount to a Base Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Company Borrower shall deliver a duly executed Notice of Conversion/Continuation to Administrative Agent no later than 1:00 P.M. 11:00 am (New York City time) on the at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). In lieu of delivering a Notice of Conversion/Continuation, Company Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly notify each Lender of any the Loan subject to a the Notice of Conversion/Continuation. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable and Company shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company shall have the option (i) to convert at any time to or continue as a Base Rate Loan all or any part of its outstanding Term Loans or Revolving Loans that are Base Rate Loans to Eurodollar Rate Loans in amounts equal to a minimum amount of at least $2,000,000 500,000.00 and integral multiples of $500,000 100,000.00 in excess of that amount amount; or (ii) upon the expiration of any Interest Period applicable to convert to or continue as a Eurodollar Rate Loan, to continue LIBOR Loan all or any portion of such Loan equal to Term Loans or Revolving Loans in a minimum amount of at least $2,000,000 2,500,000 and integral multiples of $500,000 250,000.00 in excess of that amount as a Eurodollar Rate Loan or convert all or any portion of such Loan equal to $1,000,000 and integral multiples of $500,000 in excess of that amount to a Base Rate Loanamount; provided, however, that (a) a Eurodollar Rate LIBOR Loan may only be converted into a Base Rate Loan on the expiration date of an the Interest Period applicable thereto and (b) a LIBOR Loan may only be continued as a LIBOR Loan upon the expiration of the Interest Period applicable thereto. Company shall deliver a duly executed Notice of Conversion/Continuation to Administrative Agent no later than 1:00 P.M. 11:00 A.M. (New York City time) on the Business Day of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation conversion date (in the case of a conversion to, or a continuation of, a Eurodollar LIBOR Loan) or at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan). In lieu of delivering a Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Administrative Agent shall notify each Lender of any Loan subject to a Notice of Conversion/Continuation. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6Gherein, a Notice LIBOR Loan may be continued or converted only on the last day of Conversion/Continuation the Interest Period for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable and Company shall be bound to effect a conversion or continuation in accordance therewithsuch LIBOR Loan.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company shall have the option (i) to convert at any time all or any part of its outstanding Tranche A Term Loans, Tranche B Term Loans or Revolving Loans that are Base Rate Loans to Eurodollar Rate Loans in amounts equal to $2,000,000 5,000,000 and integral multiples of $500,000 1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $2,000,000 5,000,000 and integral multiples of $500,000 1,000,000 in excess of that amount as a Eurodollar Rate Loan or convert all or any portion of such Loan equal to $1,000,000 and integral multiples of $500,000 in excess of that amount to a Base Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Alternate Base Rate Loan on the expiration date of an Interest Period applicable thereto. Company shall deliver a duly executed Notice of Conversion/Continuation to Administrative Agent no later than 1:00 P.M. 10:00 A.M. (New York City time) on the at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a an Alternate Base Rate Loan) and at least three Eurodollar Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering a the above-described Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall notify promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loan subject Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a Notice of Conversion/Continuationconversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6SECTION 2.09, Company Southland shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or and Revolving Loans which comprise part of the same Borrowing and which, in the aggregate, equal $10,000,000 or an integral multiple of $5,000,000 in excess of that are amount from Base Rate Loans to Eurodollar Rate Loans; or (ii) to convert all or any part of outstanding Term Loans and Revolving Loans which comprise part of the same Borrowing and which, in amounts the aggregate, equal to $2,000,000 and 10,000,000 or an integral multiples multiple of $500,000 5,000,000 in excess of that amount from Eurodollar Rate Loans to Base Rate Loans on the expiration date of any Eurodollar Interest Period applicable thereto; or (iiiii) upon the expiration of any Eurodollar Interest Period applicable to a Borrowing of Eurodollar Rate LoanLoans, to continue all or any portion of such Loan Loans equal to $2,000,000 and 10,000,000 or an integral multiples multiple of $500,000 5,000,000 in excess of that amount as a Eurodollar Rate Loan or convert all or any portion Loans of the same type, and the succeeding Eurodollar Interest Period of such Loan equal to $1,000,000 and integral multiples of $500,000 in excess of that amount to a Base Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan continued Loans shall commence on the expiration date of an the Eurodollar Interest Period applicable thereto; PROVIDED, that no outstanding Term Loan or Revolving Loan may be continued as, or be converted into, a Eurodollar Rate Loan when any Event or Default or Potential Event of Default has occurred and is continuing. Company In the event Southland shall elect to convert or continue a Loan under this SECTION 2.05(c), Southland shall deliver a duly executed Notice of Conversion/Continuation to the Administrative Agent no later than 1:00 P.M. 11:00 a.m. (New York City time) on the Business Day of the proposed conversion date (in the case of a conversion to a Base Rate Loan, and not later than 11:00 a.m. (New York time) and at least three (3) Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan. A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount of the Term Loan or Revolving Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, and (iv) in the case of a conversion to, or continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period. In lieu of delivering a the above-described Notice of Conversion/Continuation, Company Southland may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation by the time required under this subsection 2.2DSECTION 2.05(c); provided PROVIDED, that such notice shall be promptly confirmed in writing by delivery to the Administrative Agent promptly (but in no event later than the proposed conversion/continuation under this SECTION 2.05(c). Promptly after receipt of a duly executed Notice of Conversion/Continuation to Administrative Agent on under this SECTION 2.05(c) (or before telephonic notice in lieu thereof), the proposed conversion/continuation date. Administrative Agent shall notify each Senior Lender by telex, telecopy, telegram, telephone or other similar form of any Loan subject to a Notice transmission, of Conversionthe proposed conversion/Continuationcontinuation. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Any Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable and Company Southland shall be bound to effect a conversion convert or continuation continue such Loan in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans that are Base Rate Loans to Eurodollar Rate Loans in amounts equal to $2,000,000 1,000,000 and integral multiples of $500,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $2,000,000 1,000,000 and integral multiples of $500,000 in excess of that amount as a Eurodollar Rate Loan or convert all or any portion of such Loan equal to $1,000,000 and integral multiples of $500,000 in excess of that amount to a Base Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Company shall deliver a duly executed Notice of Conversion/Continuation to Administrative Agent no later than 1:00 P.M. 11:00 A.M. (New York City time) on the at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). In lieu of delivering a Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. If no election is received with respect to a Eurodollar Rate Loan by 11:00 a.m. (New York City time) on the third Business Day prior to the end of the Interest Period with respect thereto, that Eurodollar Rate Loan shall be continued as a Eurodollar Rate Loan at the same Interest Period. Administrative Agent shall notify each Lender of any Loan subject to a Notice of Conversion/Continuation. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable and Company shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company shall have the option (i) to convert at any time all or any part of its outstanding Term Loans equal to or in excess of $5,000,000 or all or any part of its outstanding Revolving Loans that are Base Rate Loans to Eurodollar Rate Loans in amounts equal to $2,000,000 5,000,000 and integral multiples of $500,000 1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan that is a Term Loan, to continue all or any portion of such Loan equal to or in excess of $5,000,000 as a Eurodollar Rate Loan or upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan that is a Revolving Loan, to continue all or any portion of such Loan equal to $2,000,000 5,000,000 and integral multiples of $500,000 1,000,000 in excess of that amount as a Eurodollar Rate Loan or convert all or any portion of such Loan equal to $1,000,000 and integral multiples of $500,000 in excess of that amount to a Base Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Company shall deliver a duly executed Notice of Conversion/Continuation to Administrative Agent no later than 1:00 2:00 P.M. (New York City time) on the at least (i) one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least or (ii) three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). In lieu of delivering a Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/conversion/ continuation date. Administrative Agent shall notify each Lender of any Loan subject to a Notice of Conversion/Continuation. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable and Company shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company the Borrowers shall have the option (i) to convert at any time all or any part of its outstanding Term Loans or Revolving Loans that are Base Rate Loans to Eurodollar Rate Loans in amounts equal to $2,000,000 (or $1,000,000 in the case of Revolving Loans) and integral multiples of $500,000 1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $2,000,000 and integral multiples of $500,000 1,000,000 in excess of that amount as a Eurodollar Rate Loan or convert all or any portion of such Loan equal to $1,000,000 and integral multiples of $500,000 in excess of that amount to a Base Rate Loan; providedPROVIDED, howeverHOWEVER, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Company Borrowers shall deliver a duly executed Notice of Conversion/Continuation Notice to the Administrative Agent no later than 1:00 P.M. p.m. (New York City time) on the at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Conversion/Continuation Notice shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering a Notice of the above-described Conversion/ContinuationContinuation Notice, Company the Borrowers may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided PROVIDED that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation Notice to the Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, the Administrative Agent shall notify promptly transmit such notice by telefacsimile or telephone to each Lender. Neither the Administrative Agent nor any Lender shall incur any liability to the Borrowers in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by a duly authorized officer or other Person authorized to act on behalf of the Borrowers or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loan subject Loans in accordance with this Agreement pursuant to any such telephonic notice Borrowers shall have effected a Notice of Conversion/Continuationconversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation Notice for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and Company after the related Interest Rate Determination Date, and Borrowers shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company shall have the option (i) to convert at any time all or any part of its outstanding Tranche A Term Loans, Tranche B Term Loans or Revolving Loans that are Base Rate Loans to Eurodollar Rate Loans in amounts equal to $2,000,000 500,000 and integral multiples of $500,000 100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $2,000,000 500,000 and integral multiples of $500,000 100,000 in excess of that amount as a Eurodollar Rate Loan or convert all or any portion of such Loan equal to $1,000,000 and integral multiples of $500,000 in excess of that amount to a Base Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Company shall deliver a duly executed Notice of Conversion/Continuation to Administrative Agent no later than 1:00 P.M. 10:00 A.M. (New York City San Francisco time) on the at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). In lieu of delivering a Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall notify promptly transmit such notice by telefacsimile or telephone to each Lender of any the Loan subject to a the Notice of Conversion/Continuation. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable and Company shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company shall have the option (i) to convert at any time all or any part of its outstanding Tranche A Term Loans, Tranche B Term Loans or Revolving Loans that are Base Rate Loans to Eurodollar Rate Loans in amounts equal to $2,000,000 1,000,000 and integral multiples of $500,000 100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $2,000,000 1,000,000 and integral multiples of $500,000 100,000 in excess of that amount as a Eurodollar Rate Loan or convert all or any portion of such Loan equal to $1,000,000 and integral multiples of $500,000 in excess of that amount to a Base Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Company shall deliver a duly executed Notice of Conversion/Conversion/ Continuation to Administrative Agent no later than 1:00 P.M. 10:00 A.M. (New York City time) on the at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/ continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering a the above-described Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/ continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation date. under this subsection 2.2D, Administrative Agent shall notify promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loan subject Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a Notice of Conversion/Continuationconversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company shall have the option (i) to convert at any time all or any part of its outstanding Tranche A Term Loans, Tranche B Term Loans or Revolving Loans that are Base Rate Loans to Eurodollar Rate Loans in amounts equal to $2,000,000 3,000,000 and integral multiples of $500,000 1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $2,000,000 3,000,000 and integral multiples of $500,000 1,000,000 in excess of that amount as a Eurodollar Rate Loan or convert all or any portion of such Loan equal to $1,000,000 and integral multiples of $500,000 in excess of that amount to a Base Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Company shall deliver a duly executed Notice of Conversion/Continuation to Administrative Agent no later than 1:00 P.M. 11:00 A.M. (New York City Charlotte, North Carolina time) on the at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering a the above-described Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided PROVIDED that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall notify promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loan subject Loans in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a Notice of Conversion/Continuationconversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of 44 52 Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith.