Common use of Conversion to Different Type of Revolving Credit Loan Clause in Contracts

Conversion to Different Type of Revolving Credit Loan. The Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type, PROVIDED that (a) with respect to any such conversion of a Eurodollar Rate Loan to a Prime Rate Loan, the Borrower shall give the Administrative Agent at least three (3) Business Days prior written notice of such election; (b) with respect to any such conversion of a Prime Rate Loan to a Eurodollar Rate Loan, the Borrower shall give the Administrative Agent at least three (3) Eurodollar Business Days prior written notice of such election; (c) with respect to any such conversion of a Eurodollar Rate Loan into a Prime Rate Loan, such conversion shall only be made on the last day of the Interest Period with respect thereto and (d) no Revolving Credit Loan may be converted into a Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Revolving Credit Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. All or any part of outstanding Revolving Credit Loans of any Type may be converted into a Revolving Credit Loan of another Type as provided herein, PROVIDED that (i) any partial conversion of a Prime Rate Loan into a Eurodollar Rate Loan shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof and (ii) any partial conversion of a Eurodollar Rate Loan into a Prime Rate Loan shall be in an aggregate principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Conversion Request relating to the conversion of a Prime Rate Loan to a Eurodollar Rate Loan shall be irrevocable by the Borrower.

Conversion to Different Type of Revolving Credit Loan. The ----------------------------------------------------- Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type, PROVIDED provided that (a) -------- with respect to any such conversion of a Eurodollar Rate Revolving Credit Loan to a Prime Base Rate Loan, the Borrower shall give the Administrative Agent at least three one (31) Business Days Day prior written notice of such election; (b) with respect to any such conversion of a Prime Base Rate Loan to a Eurodollar Rate Loan, the Borrower shall give the Administrative Agent at least three (3) Eurodollar Business Days prior written notice of such election; (c) with respect to any such conversion of a Eurodollar Rate Loan into a Prime Rate LoanRevolving Credit Loan of another Type, such conversion shall only be made on the last day of the Interest Period with respect thereto and thereto; (d) no Revolving Credit Loan may be converted into a Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing; and (e) no Loan may be converted into a Eurodollar Rate Loan with an Interest Period of greater than one month until the Agent notifies the Borrower that the Loans hereunder have been syndicated to the satisfaction of the Agent (as such term is defined in (S)2.6 hereof). On the date on which such conversion is being made each Lender Bank shall take such action as is necessary to transfer its Commitment Percentage of such Revolving Credit Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. All or any part of outstanding Revolving Credit Loans of any Type may be converted into a Revolving Credit Loan of another Type as provided herein, PROVIDED provided that (i) any -------- partial conversion of a Prime Rate Loan into a Eurodollar Rate Loan shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof and (ii) any partial conversion of a Eurodollar Rate Loan into a Prime Rate Loan shall be in an aggregate principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Conversion Request relating to the conversion of a Prime Rate Revolving Credit Loan to a Eurodollar Rate Loan shall be irrevocable by the Borrower.

Conversion to Different Type of Revolving Credit Loan. The Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type, PROVIDED provided that (a) with respect to any such conversion of a Eurodollar LIBOR Rate Loan to a Prime Base Rate Loan, the Borrower shall give the Administrative Agent at least three one (31) Business Days Day prior written notice of such election; (b) with respect to any such conversion of a Prime Base Rate Loan to a Eurodollar LIBOR Rate Loan, the Borrower shall give the Administrative Agent at least three (3) Eurodollar LIBOR Business Days prior written notice of such election; (c) with respect to any such conversion of a Eurodollar LIBOR Rate Loan into a Prime Base Rate Loan, such conversion shall only be made on the last day of the Interest Period with respect thereto unless the Borrower pays all amounts owing pursuant to §5.8 herein on the date of such conversion and (d) no Revolving Credit Loan may be converted into a Eurodollar LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Revolving Credit Loans to its Domestic Lending Office or its Eurodollar LIBOR Lending Office, as the case may be. All or any part of outstanding Revolving Credit Loans of any Type may be converted into a Revolving Credit Loan of another Type as provided herein, PROVIDED provided that (i) any partial conversion of a Prime Rate Loan into a Eurodollar Rate Loan shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof and (ii) any partial conversion of a Eurodollar Rate Loan into a Prime Rate Loan shall be in an aggregate principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Conversion Request relating to the conversion of a Prime Rate Loan to a Eurodollar LIBOR Rate Loan shall be irrevocable by the Borrower.

Conversion to Different Type of Revolving Credit Loan. The ----------------------------------------------------- Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type, PROVIDED provided that (a) with -------- respect to any such conversion of a Eurodollar Rate Loan to a Prime Base Rate Loan, the Borrower shall give the Administrative Agent at least three one (31) Business Days Day's prior written notice of such election; (b) with respect to any such conversion of a Prime Base Rate Loan to a Eurodollar Rate Loan, the Borrower shall give the Administrative Agent at least three (3) Eurodollar Business Days Days' prior written notice of such election; (c) with respect to any such conversion of a Eurodollar Rate Loan into to a Prime Base Rate Loan, such conversion shall only be made on the last day of the Interest Period with respect thereto to such Eurodollar Rate Loan and (d) no Revolving Credit Base Rate Loan may be converted into a Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made each Lender Bank shall take such action as is necessary to transfer its applicable Commitment Percentage of such Revolving Credit Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. All or any part of outstanding Revolving Credit Loans of any Type may be converted into a Revolving Credit Loan of another Type as provided herein, PROVIDED provided that (i) any partial conversion of a Prime Rate Loan into a Eurodollar Rate Loan shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof and (ii) any partial conversion of a Eurodollar Rate Loan into a Prime Rate Loan shall be in an aggregate principal amount -------- of $500,000 or a whole an integral multiple of $100,000 in excess thereof. Each Conversion Request relating to the conversion of a Prime Base Rate Loan to a Eurodollar Rate Loan shall specify the Interest Period for such converted Eurodollar Rated Loan and shall be irrevocable by the Borrower.

Conversion to Different Type of Revolving Credit Loan. The Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type, PROVIDED provided that (a) with respect to any such conversion of a Eurodollar Rate Revolving -------- Credit Loan to a Prime Base Rate Loan, the Borrower shall give the Administrative Agent at least three one (31) Business Days Day prior written notice of such election; (b) with respect to any such conversion of a Prime Base Rate Loan to a Eurodollar Rate Loan, the Borrower shall give the Administrative Agent at least three (3) Eurodollar Business Days prior written notice of such election; (c) with respect to any such conversion of a Eurodollar Rate Loan into a Prime Rate LoanRevolving Credit Loan of another Type, such conversion shall only be made on the last day of the Interest Period with respect thereto and thereto; (d) no Revolving Credit Loan may be converted into a Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing; and (e) no Loan may be converted into a Eurodollar Rate Loan with an Interest Period of greater than one month until the Agent notifies the Borrower that the Loans hereunder have been syndicated to the satisfaction of the Agent (as such term is defined in (S)2.6 hereof). On the date on which such conversion is being made each Lender Bank shall take such action as is necessary to transfer its Commitment Percentage of such Revolving Credit Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. All or any part of outstanding Revolving Credit Loans of any Type may be converted into a Revolving Credit Loan of another Type as provided herein, PROVIDED provided that (i) any partial -------- conversion of a Prime Rate Loan into a Eurodollar Rate Loan shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof and (ii) any partial conversion of a Eurodollar Rate Loan into a Prime Rate Loan shall be in an aggregate principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Conversion Request relating to the conversion of a Prime Rate Revolving Credit Loan to a Eurodollar Rate Loan shall be irrevocable by the Borrower.

Conversion to Different Type of Revolving Credit Loan. The Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type, PROVIDED provided -------- that (a) with respect to any such conversion of a Eurodollar Rate Revolving Credit Loan to a Prime Base Rate Loan, the Borrower shall give the Administrative Agent at least three one (31) Business Days Day prior written notice of such election; (b) with respect to any such conversion of a Prime Base Rate Loan to a Eurodollar Rate Loan, the Borrower shall give the Administrative Agent at least three (3) Eurodollar Business Days prior written notice of such election; (c) with respect to any such conversion of a Eurodollar Rate Loan into a Prime Rate LoanRevolving Credit Loan of another Type, such conversion shall only be made on the last day of the Interest Period with respect thereto and thereto; (d) no Revolving Credit Loan may be converted into a Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing; and (e) no Loan may be converted into a Eurodollar Rate Loan with an Interest Period of greater than one month until the Agent notifies the Borrower that the Loans hereunder have been syndicated to the satisfaction of the Agent (as such term is defined in (S)2.6 hereof). On the date on which such conversion is being made each Lender Bank shall take such action as is necessary to transfer its Commitment Percentage of such Revolving Credit Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. All or any part of outstanding Revolving Credit Loans of any Type may be converted into a Revolving Credit Loan of another Type as provided herein, PROVIDED provided that (i) any -------- partial conversion of a Prime Rate Loan into a Eurodollar Rate Loan shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof and (ii) any partial conversion of a Eurodollar Rate Loan into a Prime Rate Loan shall be in an aggregate principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Conversion Request relating to the conversion of a Prime Rate Revolving Credit Loan to a Eurodollar Rate Loan shall be irrevocable by the Borrower.

Conversion to Different Type of Revolving Credit Loan. The Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type, PROVIDED that (a) with respect to any such conversion of a Eurodollar Rate Revolving Credit Loan to a Prime Base Rate Loan, the Borrower shall give the Administrative Agent at least three one (31) Business Days Day's prior written notice of such election; (b) with respect to any such conversion of a Prime Rate Revolving Credit Loan to a Eurodollar Rate Loan, the Borrower shall give the Administrative Agent at least three (3) Eurodollar Business Days Days' prior written notice of such election; (c) with respect to any such conversion of a Eurodollar Rate Loan into a Prime Rate LoanRevolving Credit Loan of another Type, such conversion shall only be made on the last day of the Interest Period with respect thereto and (d) no Revolving Credit Loan may be converted into a Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made each Lender Bank shall take such action as is necessary to transfer its Commitment Percentage of such Revolving Credit Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. All or any part of outstanding Revolving Credit Loans of any Type may be converted into a Revolving Credit Loan of another Type as provided herein, PROVIDED provided that (i) any partial conversion of a Prime Rate Loan into a Eurodollar Rate Loan shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof and (ii) any partial conversion of a Eurodollar Rate Loan into a Prime Rate Loan shall be in an aggregate principal amount of $500,000 or a whole an integral multiple of $100,000 in excess thereof. Each Conversion Request relating to the conversion of a Prime Rate Revolving Credit Loan to a Eurodollar Rate Loan shall be irrevocable by the Borrower.

Conversion to Different Type of Revolving Credit Loan. The ----------------------------------------------------- Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type, PROVIDED provided that (ai) -------- with respect to any such conversion of a Eurodollar Rate Revolving Credit Loan to a Prime Base Rate Loan, the Borrower shall give the Administrative Loan and Collateral Agent at least three two (32) Business Days prior written notice of such election; (bii) with respect to any such conversion of a Prime Base Rate Loan to a Eurodollar Rate Loan, the Borrower shall give the Administrative Loan and Collateral Agent at least three (3) Eurodollar Business Days prior written notice of such election; (ciii) with respect to any such conversion of a Eurodollar Rate Loan into a Prime Rate LoanRevolving Credit Loan of another Type, such conversion shall only be made on the last day of the Interest Period with respect thereto and (div) no Revolving Credit Loan may be converted into a Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuingcontinuing or if such conversion is not permitted by (S)2.6.3. On the date on which such conversion is being made each Lender Bank shall take such action as is necessary to transfer its Commitment Percentage of such Revolving Credit Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. All or any part of outstanding Revolving Credit Loans of any Type may be converted into a Revolving Credit Loan of another Type as provided herein, PROVIDED provided that (i) any partial conversion of to a Prime Base Rate Loan into shall be -------- in an aggregate principal amount of $1,000,000 or an integral multiple of $500,000 in excess thereof and that any partial conversion to a Eurodollar Rate Loan shall be in an aggregate principal amount of $1,000,000 5,000,000 or a whole an integral multiple of $500,000 in excess thereof and (ii) any partial conversion of a Eurodollar Rate Loan into a Prime Rate Loan shall be in an aggregate principal amount of $500,000 or a whole multiple of $100,000 1,000,000 in excess thereof. Each Conversion Request relating to the conversion of a Prime Rate Revolving Credit Loan to a Eurodollar Rate Loan shall be irrevocable by the Borrower.

Conversion to Different Type of Revolving Credit Loan. The Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type, PROVIDED provided that (a) with respect to any such conversion of a Eurodollar Rate Loan to a Prime Base Rate Loan, the Borrower shall give the Administrative Agent at least written notice, in the form of a Conversion Request (or telephonic notice confirmed in a writing in the form of the Conversion Request) not later than 1:00 p.m. (New York time) three (3) Business Days prior written notice of to such election; (b) with respect to any such conversion of a Prime Base Rate Loan to a Eurodollar Rate Loan, the Borrower shall give the Administrative Agent at least written notice in the form of a Conversion Request (or telephonic notice confirmed in a writing in the form of the Conversion Request) not later than 1:00 p.m. (New York time) three (3) Eurodollar Business Days prior written to such election, provided, however, that if the Borrower wishes to request a Eurodollar Rate Loan having an Interest Period other than fourteen (14) days, one (1), two (2), three (3) or six (6) months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 1:00 p.m. four (4) Eurodollar Business Days prior to the proposed Drawdown Date of such electionEurodollar Rate Loan, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them; (c) with respect to any such conversion of a Eurodollar Rate Loan into a Prime Base Rate Loan, such conversion shall only be made on the last day of the Interest Period with respect thereto and (d) no Revolving Credit Loan may be converted into a Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuingcontinuing without the consent of the Required Lenders. On the date on which such conversion is being made each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Revolving Credit Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. All or any part of outstanding Revolving Credit Loans of any Type may be converted into a Revolving Credit Loan of another Type as provided herein, PROVIDED provided that (i) any partial conversion of a Prime Base Rate Loan into a Eurodollar Rate Loan shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof and (ii) any partial conversion of a Eurodollar Rate Loan into a Prime Base Rate Loan shall be in an aggregate principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Conversion Request relating to the conversion of a Prime Base Rate Loan to a Eurodollar Rate Loan shall be irrevocable by the Borrower.

Conversion to Different Type of Revolving Credit Loan. The ----------------------------------------------------- Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type, PROVIDED provided that (a) -------- with respect to any such conversion of a Eurodollar Rate Revolving Credit Loan to a Prime Base Rate Loan, the Borrower shall give the Administrative Agent at least three one (31) Business Days Day prior written notice of such election; (b) with respect to any such conversion of a Prime Base Rate Loan to a Eurodollar Rate Loan, the Borrower shall give the Administrative Agent at least three (3) Eurodollar Business Days prior written notice of such election; (c) with respect to any such conversion of a Eurodollar Rate Loan into a Prime Rate LoanRevolving Credit Loan of another Type, such conversion shall only be made on the last day of the Interest Period with respect thereto and thereto; (d) no Revolving Credit Loan may be converted into a Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing; and (e) no Loan may be converted into a Eurodollar Rate Loan with an Interest Period of greater than one month until the Agent notifies the Borrower that the Loans hereunder have been syndicated to the satisfaction of the Agent (as such term is defined in (S)2.6 hereof). On the date on which such conversion is being made each Lender Bank shall take such action as is necessary to transfer its Commitment Percentage of such Revolving Credit Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. All or any part of outstanding Revolving Credit Loans of any Type may be converted into a Revolving Credit Loan of another Type as provided herein, PROVIDED provided that (i) any partial conversion of a Prime Rate Loan into a Eurodollar Rate Loan shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof and (ii) any partial conversion of a Eurodollar Rate Loan into a Prime Rate Loan shall be in an aggregate -------- principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Conversion Request relating to the conversion of a Prime Rate Revolving Credit Loan to a Eurodollar Rate Loan shall be irrevocable by the Borrower.

Conversion to Different Type of Revolving Credit Loan. The Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type, PROVIDED provided that (a) with respect to any such conversion of a Eurodollar Rate Revolving Credit Loan to a Prime Base Rate Loan, the Borrower shall give the Administrative Agent Bank at least three one (31) Business Days Day prior written notice of such election; (b) with respect to any such conversion of a Prime Base Rate Loan to a Eurodollar LIBOR Rate Loan, the Borrower shall give the Administrative Agent Bank at least three (3) Eurodollar LIBOR Business Days prior written notice of such election; (c) with respect to any such conversion of a Eurodollar LIBOR Rate Loan into a Prime Rate LoanRevolving Credit Loan of another Type, such conversion shall only be made on the last day of the Interest Period with respect thereto and thereto; (d) no Revolving Credit Loan may be converted into a Eurodollar LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. On ; and (e) no Loan may be converted into or continue as a LIBOR Rate Loan beyond the date on which Interest Period then applicable thereto unless, after giving effect to such conversion is being made each Lender shall take such action as is necessary to transfer its Commitment Percentage or continuation, there will be outstanding at least $1,000,000 of such Revolving Credit Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may beBase Rate Loans. All or any part of outstanding Revolving Credit Loans of any Type may be converted into a Revolving Credit Loan of another Type as provided herein, PROVIDED provided that (ia) any partial conversion of a Prime Rate Loan into a Eurodollar Rate Loan shall be in an aggregate principal amount of $1,000,000 250,000 or a whole multiple of $500,000 50,000 in excess thereof and (iib) any partial conversion of a Eurodollar with respect to LIBOR Rate Loan into a Prime Rate Loan Loans, there shall be no more than three (3) separate Interest Periods in an aggregate principal amount of $500,000 or a whole multiple of $100,000 in excess thereofeffect at any one time. Each Conversion Request relating to the conversion of a Prime Rate Revolving Credit Loan to a Eurodollar LIBOR Rate Loan shall be irrevocable by the Borrower.

Conversion to Different Type of Revolving Credit Loan. The ----------------------------------------------------- Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type, PROVIDED provided that (ai) -------- with respect to any such conversion of a Revolving Credit Loan to a Base Rate Loan, the Borrower shall give the Agent at least one (1) Business Day prior written notice of such election; (ii) with respect to any such conversion of a Eurodollar Rate Loan to a Prime Rate Loan, the Borrower shall give the Administrative Agent at least three (3) Business Days prior written notice of such election; (b) with respect to any such conversion of a Prime Base Rate Loan to a Eurodollar Rate Loan, the Borrower shall give the Administrative Agent at least three (3) Eurodollar Business Days prior written notice of such election; (ciii) with respect to any such conversion of a Eurodollar Rate Loan into a Prime Rate LoanRevolving Credit Loan of another Type, such conversion shall only be made on the last day of the Interest Period with respect thereto and (div) no Revolving Credit Loan may be converted into a Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made each Lender Bank shall take such action as is necessary to transfer its Commitment Percentage of such Revolving Credit Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. All or any part of outstanding Revolving Credit Loans of any Type may be converted into a Revolving Credit Loan of another Type as provided herein, PROVIDED provided that (i) any -------- partial conversion of a Prime Rate Loan into a Eurodollar Rate Loan shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof and (ii) any partial conversion of a Eurodollar Rate Loan into a Prime Rate Loan shall be in an aggregate principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Conversion Request relating to the conversion of a Prime Rate Revolving Credit Loan to a Eurodollar Rate Loan shall be irrevocable by the Borrower.

Conversion to Different Type of Revolving Credit Loan. The applicable Borrower or, as the case may be, Borrowers may elect from time to time to convert any outstanding Revolving Credit Loan denominated in Dollars to a Revolving Credit Loan of another TypeType denominated in Dollars, PROVIDED provided that (a) with respect to any such conversion of a Eurodollar Eurocurrency Rate Loan to a Prime Base Rate Loan, the applicable Borrower or, as the case may be, Borrowers shall give the Administrative Agent at least three (3) Business Days prior written -45- notice of such election; (b) with respect to any such conversion of a Prime Base Rate Loan to a Eurodollar Eurocurrency Rate Loan, the applicable Borrower or, as the case may be, Borrowers shall give the Administrative Agent at least three four (34) Eurodollar Business Days prior written notice of such election; (c) with respect to any such conversion of a Eurodollar Eurocurrency Rate Loan into a Prime Base Rate Loan, such conversion shall only be made on the last day of the Interest Period with respect thereto and (d) no Revolving Credit Loan may be converted into a Eurodollar Eurocurrency Rate Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Revolving Credit Loans to its Domestic Lending Office or its Eurodollar Eurocurrency Lending Office, as the case may be. All or any part of outstanding Revolving Credit Loans of any Type denominated in Dollars may be converted into a Revolving Credit Loan of another Type denominated in Dollars as provided herein, PROVIDED provided that (i) any partial conversion of a Prime Rate Loan into a Eurodollar Rate Loan shall be in an aggregate principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 in excess thereof and (ii) any partial conversion of a Eurodollar Rate Loan into a Prime Rate Loan shall be in an aggregate principal amount of $500,000 or a whole multiple of $100,000 1,000,000 in excess thereof. Each Conversion Request relating to the conversion of a Prime Rate Revolving Credit Loan to a Eurodollar Eurocurrency Rate Loan shall be irrevocable by the BorrowerBorrowers.

Conversion to Different Type of Revolving Credit Loan. The Borrower Borrowers may elect from time to time to convert any outstanding Outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type, PROVIDED provided that (a) with respect to any such conversion of a Eurodollar Rate Loan to a Prime Base Rate Loan, the Borrower Borrowers shall give the Administrative Agent at least three one (31) Business Days Day prior written notice (confirmed telephonically on the date of delivery of such written notice) or telephonic notice (confirmed in writing on the date of such telephonic notice) of such election; (b) with respect to any such conversion of a Prime Base Rate Loan to a Eurodollar Rate Loan, the Borrower Borrowers shall give the Administrative Agent at least three (3) Eurodollar Business Days prior written notice (confirmed telephonically on the date of delivery of such written notice) or telephonic notice (confirmed in writing on the date of such telephonic notice) of such election; (c) with respect to any such conversion of a Eurodollar Rate Loan into a Prime Base Rate Loan, such conversion shall only be made on the last day of the Interest Period with respect thereto and (d) no Revolving Credit Loan may be converted into a Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made each Lender Bank shall take such action as is necessary to transfer its Revolving Credit Commitment Percentage of such Revolving Credit Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. All or any part of outstanding Outstanding Revolving Credit Loans of any Type may be converted into a Revolving Credit Loan of another Type as provided herein, PROVIDED provided that (i) any partial conversion of a Prime Rate Loan into a Eurodollar Rate Loan shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof and (ii) any partial conversion of a Eurodollar Rate Loan into a Prime Rate Loan shall be in an aggregate principal amount of $500,000 or a whole multiple of $100,000 250,000 in excess thereof. Each Conversion Request relating to the conversion of a Prime Rate Revolving Credit Loan to a Eurodollar Rate Loan shall be irrevocable by the BorrowerBorrowers.

Conversion to Different Type of Revolving Credit Loan. The ----------------------------------------------------- Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type, PROVIDED provided that (ai) -------- with respect to any such conversion of a Revolving Credit Loan to a Base Rate Loan, the Borrower shall give the Agent not later than 1:00 p.m. (Boston time) prior written notice of such election; (ii) with respect to any such conversion of a Eurodollar Rate Loan to a Prime Rate Loan, the Borrower shall give the Administrative Agent at least three (3) Business Days prior written notice of such election; (b) with respect to any such conversion of a Prime Base Rate Loan to a Eurodollar Rate Loan, the Borrower shall give the Administrative Agent at least three (3) Eurodollar Business Days prior written notice of such election; (ciii) with respect to any such conversion of a Eurodollar Rate Loan into a Prime Rate LoanRevolving Credit Loan of another Type, such conversion shall only be made on the last day of the Interest Period with respect thereto and (div) no Revolving Credit Loan may be converted into a Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made each Lender Bank shall take such action as is necessary to transfer its Commitment Percentage of such Revolving Credit Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. All or any part of outstanding Revolving Credit Loans of any Type may be converted into a Revolving Credit Loan of another Type as provided herein, PROVIDED provided that (i) any -------- partial conversion shall be in an aggregate principal amount of $100,000 or a Prime whole multiple thereof if a conversion to a Base Rate Loan into a Eurodollar Rate Loan shall be and in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 100,000 in excess thereof and (ii) any partial if a conversion of to a Eurodollar Rate Loan into a Prime Rate Loan shall be in an aggregate principal amount of $500,000 or a whole multiple of $100,000 in excess thereofLoan. Each Conversion Request relating to the conversion of a Prime Rate Revolving Credit Loan to a Eurodollar Rate Loan shall be irrevocable by the Borrower.

Conversion to Different Type of Revolving Credit Loan. The Borrower ----------------------------------------------------- Borrowers may elect from time to time to convert any outstanding Revolving Credit Loan from a Base Rate Loan to a Revolving Credit Eurodollar Rate Loan of another Typeor from a Eurodollar Rate Loan to a Base Rate Loan, PROVIDED provided that (ai) with respect to -------- any such conversion of a Eurodollar Rate Loan to a Prime Base Rate Loan, the Borrower Borrowers shall give the Administrative Agent Bank at least three (3) Business Days prior written notice of such election; (bii) with respect to any such conversion of a Prime Eurodollar Rate Loan into a Base Rate Loan on a date that is not the last day of the Interest Period with respect thereto, such conversion shall be subject to the provisions of (S)3.6; (iii) with respect to any such conversion of a Base Rate Loan to a Eurodollar Rate Loan, the Borrower Borrowers shall give the Administrative Agent Bank at least three (3) Eurodollar Business Days prior written notice of such election; (c) with respect to any such conversion of a Eurodollar Rate Loan into a Prime Rate Loan, such conversion shall only be made on the last day of the Interest Period with respect thereto election and (div) no Revolving Credit Loan may be converted into a Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made each Lender made, the Bank shall take such action as is necessary to transfer its Commitment Percentage of such Revolving Credit Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. All or any part of outstanding Revolving Credit Loans of any Type may be converted into a Revolving Credit Loan of another Type as provided herein, PROVIDED provided that (i) any partial conversion of a Prime Rate Loan into a Eurodollar Rate Loan conversions shall be in an aggregate principal amount -------- of $1,000,000 100,000 or a whole multiple of $500,000 in excess thereof and (ii) any partial conversion of a Eurodollar Rate Loan into a Prime Rate Loan shall be in an aggregate principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Conversion Request relating to the conversion of a Prime Rate Revolving Credit Loan to a Eurodollar Rate Loan shall be irrevocable by the BorrowerBorrowers.

Conversion to Different Type of Revolving Credit Loan. The Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type, PROVIDED provided that (a) with respect to any such conversion of a Eurodollar Rate Revolving Credit Loan to a Prime Base Rate Loan, the Borrower shall give the Administrative Agent at least three two (32) Business Days prior written notice of such election; (b) with respect to any such conversion of a Prime Base Rate Loan to a Eurodollar Rate Loan, the Borrower shall give the Administrative Agent at least three (3) Eurodollar Business Days prior written notice of such election; (c) with respect to any such conversion of a Eurodollar Rate Loan into a Prime Rate LoanRevolving Credit Loan of another Type, such conversion shall only be made on the last day of the Interest Period with respect thereto thereto, or, if such conversion is made on a day which is not the last day of the Interest Period with respect thereto, shall pay the applicable costs set forth in Section 4.9; and (d) no Revolving Credit Loan may be converted into a Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made each Lender Bank shall take such action as is necessary to transfer its Commitment Percentage of such Revolving Credit Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. All or any part of outstanding Revolving Credit Loans of any Type may be converted into a Revolving Credit Loan of another Type as provided herein, PROVIDED provided that (i) any partial conversion of a Prime Rate Loan into a Eurodollar Rate Loan shall be in an aggregate principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 100,000 in excess thereof and (ii) any partial thereof, unless such conversion of a Eurodollar Rate Loan is into a Prime Base Rate Loan Loan, which shall be in an aggregate principal amount of $500,000 100,000 or a whole multiple of $100,000 in excess thereof. Each Conversion Request relating to the conversion of a Prime Rate Revolving Credit Loan to a Eurodollar Rate Loan shall be irrevocable by the Borrower.

Conversion to Different Type of Revolving Credit Loan. The ---------- -- --------- ---- -- --------- ------ ---- Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type, PROVIDED provided that (a) -------- with respect to any such conversion of a Eurodollar Rate Revolving Credit Loan to a Prime Base Rate Loan, the Borrower shall give the Administrative Agent at least three one (31) Business Days Day's prior written notice of such election; (b) with respect to any such conversion of a Prime Base Rate Loan to a Eurodollar Rate Loan, the Borrower shall give the Administrative Agent at least three (3) Eurodollar Business Days prior written notice of such election; (c) with respect to any such conversion of a Eurodollar Rate Loan into a Prime Base Rate Loan, such conversion shall only be made on the last day of the Interest Period with respect thereto and thereto; (d) no Revolving Credit Loan may be converted into a Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing; (e) no Revolving Credit Loan may be converted into a Eurodollar Rate Loan with an Interest Period of more than thirty (30) days until the date which is earlier to occur of (i) sixty (60) Business Days following the Closing Date, and (ii) the date on which the Revolving Credit Loans hereunder have been syndicated to the satisfaction of the Agent; and (f) no more than five (5) Eurodollar Rate Loans (including "Eurodollar Rate Loans" as defined in and advanced pursuant to the Revolver Credit Agreement) having different Interest Periods may be outstanding at any time. On the date on which such conversion is being made each Lender Bank shall take such action as is necessary to transfer its Commitment Percentage of such Revolving Credit Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. All or any part of outstanding Revolving Credit Loans of any Type may be converted into a Revolving Credit Loan of another Type as provided herein, PROVIDED provided that (i) any partial conversion of a Prime Rate Loan into a Eurodollar Rate Loan shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof and (ii) any partial conversion of a Eurodollar Rate Loan into a Prime Rate Loan shall be in an aggregate -------- principal amount of $500,000 or a whole larger integral multiple of $100,000 in excess thereof. Each Conversion Request relating to the conversion of a Prime Base Rate Loan to a Eurodollar Rate Loan shall be irrevocable by the Borrower.

Conversion to Different Type of Revolving Credit Loan. The Borrower -------------------------------------------------------- Borrowers may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type, PROVIDED provided that (ai) -------- with respect to any such conversion of a Eurodollar Rate Revolving Credit Loan to a Prime Base Rate Loan, the Borrower Borrowers shall give the Administrative Agent at least three (3) Business Days prior written notice of such election; (bii) with respect to any such conversion of a Prime Base Rate Loan to a Eurodollar Rate Loan, the Borrower Borrowers shall give the Administrative Agent at least three (3) Eurodollar Business Days prior written notice of such election; (ciii) with respect to any such conversion of a Eurodollar Rate Loan into a Prime Base Rate Loan, such conversion shall only be made on the last day of the Interest Period with respect thereto and (div) no Revolving Credit Loan may be converted into a Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such notice, the Administrative Agent shall notify each of the Banks thereof. On the date on which such conversion is being made each Lender Bank shall take such action as is necessary to transfer its Commitment Percentage of such Revolving Credit Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. All or any part of outstanding Revolving Credit Loans of any Type may be converted into a Revolving Credit Loan of another Type as provided herein, PROVIDED provided that (i) any -------- partial conversion of a Prime Rate Loan into a Eurodollar Rate Loan shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof and (ii) any partial conversion of a Eurodollar Rate Loan into a Prime Rate Loan shall be in an aggregate principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Conversion Request relating to the conversion of a Prime Rate Revolving Credit Loan to a Eurodollar Rate Loan shall be irrevocable by the BorrowerBorrowers.

Conversion to Different Type of Revolving Credit Loan. The Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type, PROVIDED that (a) with respect to any such conversion of a Eurodollar Rate Revolving Credit Loan to a Prime Base Rate Loan, the Borrower shall give the Administrative Agent at least three one (31) Business Days Day's prior written notice of such election; (b) with respect to any such conversion of a Prime Rate Revolving Credit Loan to a Eurodollar Rate Loan, the Borrower shall give the Administrative Agent at least three (3) Eurodollar Business Days Days' prior written notice of such election; (c) with respect to any such conversion of a Eurodollar Rate Loan into a Prime Rate LoanRevolving Credit Loan of another Type, such conversion shall only be made on the last day of the Interest Period with respect thereto and (d) no Revolving Credit Loan may be converted into a Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Revolving Credit Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. All or any part of outstanding Revolving Credit Loans of any Type may be converted into a Revolving Credit Loan of another Type as provided herein, PROVIDED provided that (i) any partial conversion of a Prime Rate Loan into a Eurodollar Rate Loan shall be in an aggregate principal amount of $1,000,000 5,000,000 or a whole an integral multiple of $500,000 in excess thereof and (ii) any partial conversion of a Eurodollar Rate Loan into a Prime Rate Loan shall be in an aggregate principal amount of $500,000 or a whole multiple of $100,000 1,000,000 in excess thereof. Each Conversion Request relating to the conversion of a Prime Rate Revolving Credit Loan to a Eurodollar Rate Loan shall be irrevocable by the Borrower.

Conversion to Different Type of Revolving Credit Loan. The ----------------------------------------------------- Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type, PROVIDED provided that (a) -------- with respect to any such conversion of a Eurodollar Rate Revolving Credit Loan to a Prime Base Rate Loan, the Borrower shall give the Administrative Agent at least three one (31) Business Days Day's prior written notice of such election; (b) with respect to any such conversion of a Prime Base Rate Loan to a Eurodollar Rate Loan, the Borrower shall give the Administrative Agent at least three (3) Eurodollar Business Days prior written notice of such election; (c) with respect to any such conversion of a Eurodollar Rate Loan into a Prime Base Rate Loan, such conversion shall only be made on the last day of the Interest Period with respect thereto and thereto; (d) no Revolving Credit Loan may be converted into a Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing; (e) no Revolving Credit Loan may be converted into a Eurodollar Rate Loan with an Interest Period of more than thirty (30) days until the date which is the earlier to occur of (i) sixty (60) Business Days following the Closing Date and (ii) the date on which the Revolving Credit Loans hereunder have been syndicated to the satisfaction of the Agent; and (f) no more than five (5) Eurodollar Rate Loans (including "Eurodollar Rate Loans" as defined in and advanced pursuant to the Acquisition Credit Agreement) having different Interest Periods may be outstanding at any time. On the date on which such conversion is being made each Lender Bank shall take such action as is necessary to transfer its Commitment Percentage of such Revolving Credit Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. All or any part of outstanding Revolving Credit Loans of any Type may be converted into a Revolving Credit Loan of another Type as provided herein, PROVIDED provided that (i) any partial conversion of a Prime Rate Loan into a Eurodollar Rate Loan shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof and (ii) any partial conversion of a Eurodollar Rate Loan into a Prime Rate Loan shall be in an aggregate -------- principal amount of $500,000 or a whole larger integral multiple of $100,000 in excess thereof. Each Conversion Request relating to the conversion of a Prime Base Rate Loan to a Eurodollar Rate Loan shall be irrevocable by the Borrower.

Conversion to Different Type of Revolving Credit Loan. The ----------------------------------------------------- Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type, PROVIDED provided that (ai) -------- with respect to any such conversion of a Revolving Credit Loan to a Base Rate Loan, the Borrower shall give the Agent at least one (1) Business Day prior written notice of such election; (ii) with respect to any such conversion of a Eurodollar Rate Loan to a Prime Rate Loan, the Borrower shall give the Administrative Agent at least three (3) Business Days prior written notice of such election; (b) with respect to any such conversion of a Prime Base Rate Loan to a Eurodollar Rate Loan, the Borrower shall give the Administrative Agent at least three (3) Eurodollar Business Days prior written notice of such election; (ciii) with respect to any such conversion of a Eurodollar Rate Loan into a Prime Rate LoanRevolving Credit Loan of another Type, such conversion shall only be made on the last day of the Interest Period with respect thereto and (div) no Revolving Credit Loan may be converted into a Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. On the date on which such conversion is being made each Lender Bank shall take such action as is necessary to transfer its Commitment Percentage of such Revolving Credit Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. All or any part of outstanding Revolving Credit Loans of any Type may be converted into a Revolving Credit Loan of another Type as provided herein, PROVIDED provided that (i) any partial conversion of a Prime Rate Loan into a Eurodollar Rate Loan shall be in an aggregate -------- principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof and (ii) any partial conversion of a Eurodollar Rate Loan into a Prime Rate Loan shall be in an aggregate principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Conversion Request relating to the conversion of a Prime Rate Revolving Credit Loan to a Eurodollar Rate Loan shall be irrevocable by the Borrower.