Common use of Conversions Clause in Contracts

Conversions. Borrower may (a) convert a Eurodollar Rate Borrowing on the last day of the applicable Interest Period to a Base Rate Borrowing, (b) convert a Base Rate Borrowing at any time to a Eurodollar Rate Borrowing, and (c) elect a new Interest Period (in the case of a Eurodollar Rate Borrowing), by giving a Conversion Notice of such intent to Administrative Agent no later than 11:00 a.m. Atlanta, Georgia time on the third Business Day prior to the date of conversion or the last day of the Interest Period, as the case may be (in the case of a conversion to a Eurodollar Rate Borrowing or an election of a new Interest Period), and no later than 11:00 a.m. Atlanta, Georgia time on the last Business Day of the Interest Period (in the case of a conversion to a Base Rate Borrowing); provided that, the principal amount converted to, or continued as, a Eurodollar Rate Borrowing shall be in an amount not less than $5,000,000 or a greater integral multiple of $1,000,000 (or such lesser amount as may be outstanding under the Facility). Administrative Agent shall timely notify each Lender with respect to each Conversion Notice. Absent Borrower's Conversion Notice or election of a new Interest Period, a Eurodollar Rate Borrowing shall be deemed converted to a Base Rate Borrowing effective as of the expiration of the Interest Period applicable thereto. No Eurodollar Rate Borrowing may be either made or continued as a Eurodollar Rate Borrowing, and no Base Rate Borrowing may be converted to a Eurodollar Rate Borrowing, if the interest rate for such Eurodollar Rate Borrowing would exceed the Maximum Rate. The right to convert from a Base Rate Borrowing to a Eurodollar Rate Borrowing, or to continue as a Eurodollar Rate Borrowing shall not be available if a Default or Potential Default has occurred and is continuing.

Conversions. For Borrowings under the Revolver Facility, Term Loan A, or Term Loan B, Borrower may (a) convert a Eurodollar Rate Borrowing on the last day of the applicable an Interest Period to a Base Rate Borrowing, (b) convert a Base Rate Borrowing at any time to a Eurodollar Rate Borrowing, and (c) elect a new Interest Period (in the case of a Eurodollar Rate Borrowing), by giving notice (a Conversion Notice "NOTICE OF CONVERSION," substantially in the form of EXHIBIT B-2) of such intent to Administrative Agent no later than 11:00 10:00 a.m. AtlantaDallas, Georgia 37 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT Texas time on the third Business Day prior to the date of conversion or the last day of the Interest Period, as the case may be (in the case of a conversion to a Eurodollar Rate Borrowing or an election of a new Interest Period), and no later than 11:00 10:00 a.m. AtlantaDallas, Georgia Texas time on one Business Day prior to the last Business Day day of the Interest Period (in the case of a conversion to a Base Rate Borrowing); provided thatPROVIDED THAT, the principal amount converted to, or continued as, a Eurodollar Rate Borrowing shall be in an amount not less than $5,000,000 or a greater integral multiple of $1,000,000 (or such lesser amount as may be outstanding under the Facility)1,000,000. Administrative Agent shall timely notify each Lender with respect to each Conversion NoticeNotice of Conversion. Absent Borrower's Notice of Conversion Notice or election of a new Interest Period, a Eurodollar Rate Borrowing shall be deemed converted to a Base Rate Borrowing effective as of the expiration of the Interest Period applicable thereto. No Eurodollar Rate Borrowing may be either made or continued as a Eurodollar Rate Borrowing, and no Base Rate Borrowing may be converted to a Eurodollar Rate Borrowing, if the interest rate for such Eurodollar Rate Borrowing would exceed the Maximum Rate. The right to convert from a Base Rate Borrowing to a Eurodollar Rate Borrowing, or to continue as a Eurodollar Rate Borrowing Borrowing, shall not be available if during the occurrence of a Default or a Potential Default has occurred and is continuingDefault.

Conversions. Borrower may (a) convert a Eurodollar Rate Borrowing on the last day of the applicable Interest Period to a Base Rate Borrowing, (b) convert a Base Rate Borrowing at any time to a Eurodollar Rate Borrowing, and (c) elect a new Interest Period (in the case of a Eurodollar Rate Borrowing), by giving a Conversion Notice of such intent to Administrative Agent no later than 11:00 10:00 a.m. AtlantaDallas, Georgia Texas time on the third Business Day prior to the date of conversion or the last day of the Interest Period, as the case may be (in the case of a conversion to a Eurodollar Rate Borrowing or an election of a new Interest Period), and no later than 11:00 10:00 a.m. AtlantaDallas, Georgia Texas time on one Business Day prior to the last Business Day day of the Interest Period (in the case of a conversion to a Base Rate Borrowing); provided that, the principal amount converted to, or continued as, a Eurodollar Rate Borrowing shall be in an amount not less than $5,000,000 7,000,000 or a greater integral multiple of $1,000,000 (or such lesser amount as may be is outstanding under the any Facility). Administrative Agent shall timely notify each Lender with respect to each Conversion Notice. Absent Borrower's Conversion Notice or election of a new Interest Period, a Eurodollar Rate Borrowing shall be deemed converted to a Base Rate Borrowing effective as of the expiration of the Interest Period applicable thereto. No Eurodollar Rate Borrowing may be either made or continued as a Eurodollar Rate Borrowing, and no Base Rate Borrowing may be converted to a Eurodollar Rate Borrowing, if the interest rate for such Eurodollar Rate Borrowing would exceed the Maximum Rate. The right Right to convert from a Base Rate Borrowing to a Eurodollar Rate Borrowing, or to continue as a Eurodollar Rate Borrowing Borrowing, shall not be available if during the occurrence of a Default or a Potential Default has occurred and is continuing.Default. Credit Agreement 48

Conversions. Borrower Borrowers may (a) convert a Eurodollar Rate Borrowing on the last day of the applicable Interest Period to a Base Rate Borrowing, (b) convert a Base Rate Borrowing at any time to a Eurodollar Rate Borrowing, and (c) elect a new Interest Period (in the case of a Eurodollar Rate Borrowing), by giving a Conversion Notice of such intent to Administrative Agent no later than 11:00 a.m. Atlanta, Georgia central time on the third Business Day prior to the date of conversion or the last day of the Interest Period, as the case may be (in the case of a conversion to a Eurodollar Rate Borrowing or an election of a new Interest Period), and no later than 11:00 a.m. Atlanta, Georgia central time on one Business Day prior to the last Business Day day of the Interest Period (in the case of a conversion to a Base Rate Borrowing); provided that, the principal amount converted to, or continued as, a Eurodollar Rate Borrowing shall be in an amount not less than $5,000,000 1,000,000 or a greater integral multiple of $1,000,000 100,000 (or such lesser amount as may be outstanding under the Facilityoutstanding). Administrative Agent shall timely notify each Lender Holder with respect to each Conversion Notice. Absent Borrower's Borrowers' Conversion Notice or election of a new Interest Period, a Eurodollar Rate Borrowing shall be deemed converted to a Base Rate Borrowing effective as of the expiration of the Interest Period applicable thereto. No Eurodollar Rate Borrowing may be either made or continued as a Eurodollar Rate Borrowing, and no Base Rate Borrowing may be converted to a Eurodollar Rate Borrowing, if the interest rate for such Eurodollar Rate Borrowing would exceed the Maximum Rate. The right to convert from a Base Rate Borrowing to a Eurodollar Rate Borrowing, or to continue as a Eurodollar Rate Borrowing shall not be available if during the occurrence of a Default or Potential Default has occurred and is continuingDefault.

Conversions. Borrower may (a) On the terms and subject to the conditions of this Agreement and provided that no Event of Default shall have occurred and be continuing, upon written notice to the Lender in substantially the form of EXHIBIT D attached hereto and made a part hereof (the "Notice of Conversion"), the Borrower may convert all or any portion not less than $500,000 of the Term Loan or any Working Capital Loan which is (i) a Eurodollar Rate Borrowing Loan to a Base Rate Loan upon expiration of the applicable Interest Period, (ii) continue any Eurodollar Rate Loan as a Eurodollar Rate Loan upon the expiration of the applicable Interest Period, or (iii) convert any Base Rate Loan to a Eurodollar Rate Loan at any time (any such date on which any Loan is to be converted being referred to herein as a "Conversion Date"). Such Notice of Conversion shall be delivered to the Lender prior to 1:00 p.m. (New York time) three (3) Business Days prior to the proposed Conversion Date if conversion to, or continuation of, a Eurodollar Rate Loan is requested, and prior to 11:00 a.m. (New York time) on the proposed Conversion Date if conversion to a Base Rate Loan is requested. Each proposed Conversion Date shall be a Business Day. (b) If the Borrower shall fail to give notice of the duration of the proposed Interest Period with respect to a proposed conversion of an outstanding Base Rate Loan or a continuation of a Eurodollar Rate Loan, the Borrower shall be deemed not to have elected to convert the Base Rate Loan or continue the Eurodollar Rate Loan. If the Borrower shall fail to give a timely and complete Notice of Conversion with respect to an outstanding Eurodollar Rate Loan in accordance with this Section 2.11, the Borrower shall be deemed to have elected to convert such outstanding Eurodollar Rate Loan to a Base Rate Loan on the last day of the applicable Interest Period Period. (c) Any Notice of Conversion given or deemed to have been given pursuant to this Section 2.11 shall be irrevocable. (d) Each Eurodollar Rate Loan shall be converted to a Base Rate BorrowingLoan at the end of the then applicable Interest Period if (i) an Event of Default has occurred and is continuing, or (bii) convert a the Lender shall be unable to determine the Eurodollar Rate or shall have deemed the Eurodollar Rate to be inadequate or unfair (as provided in Section 2.3(b)). If the making or maintaining of Eurodollar Rate Loans shall be unlawful, impossible, inadequate or unfair (as provided in Section 2.3(b)), all Eurodollar Rate Loans then outstanding shall be converted into Base Rate Borrowing at any time to a Eurodollar Rate Borrowing, and Loans on either (ci) elect a new Interest Period (in the case of a Eurodollar Rate Borrowing), by giving a Conversion Notice of such intent to Administrative Agent no later than 11:00 a.m. Atlanta, Georgia time on the third Business Day prior to the date of conversion or the last day of the Interest Period, as the case may be (in the case of a conversion Period or Interest Periods applicable to a Eurodollar Rate Borrowing or an election of a new Interest Period), and no later than 11:00 a.m. Atlanta, Georgia time on the last Business Day of the Interest Period (in the case of a conversion to a Base Rate Borrowing); provided that, the principal amount converted to, or continued as, a Eurodollar Rate Borrowing shall be in an amount not less than $5,000,000 or a greater integral multiple of $1,000,000 (or such lesser amount as may be outstanding under the Facility). Administrative Agent shall timely notify each Lender with respect to each Conversion Notice. Absent Borrower's Conversion Notice or election of a new Interest Period, a Eurodollar Rate Borrowing shall be deemed converted to a Base Rate Borrowing effective as of the expiration of the Interest Period applicable thereto. No Eurodollar Rate Borrowing may be either made or continued as a Eurodollar Rate Borrowing, and no Base Rate Borrowing may be converted to a Eurodollar Rate Borrowing, Loans if the interest rate for such Eurodollar Rate Borrowing would exceed the Maximum Rate. The right to convert from a Base Rate Borrowing to a Eurodollar Rate Borrowing, or to continue as a Eurodollar Rate Borrowing shall not be available if a Default or Potential Default has occurred and is continuing.Lender may

Conversions. Borrower may (a) convert Convert a Eurodollar Rate Borrowing on the last day of the applicable an Interest Period to a Base Rate Borrowing, (b) convert Convert a Base Rate Borrowing at any time to a Eurodollar Rate Borrowing, and (c) elect a new Interest Period (in the case of a Eurodollar Rate Borrowing), by giving a Conversion Notice of such intent to Administrative Agent Borrowing no later than 11:00 a.m. Atlanta, Georgia time 1:00 p.m. on the third (3rd) Business Day prior to the date of conversion Conversion or the last day of the Interest Period, as the case may be (in the case of a conversion Conversion to a Eurodollar Rate Borrowing or an election of a new Interest Period), and no later than 11:00 a.m. Atlanta, Georgia time on 1:00 p.m. one (1) Business Day prior to the last Business Day day of the Interest Period (in the case of a conversion Conversion to a Base Rate Borrowing); provided that, that the principal amount converted Converted to, or continued Continued as, a Eurodollar Rate Borrowing shall be in an the amount not less than of $5,000,000 500,000 or a greater integral multiple of $1,000,000 (or such lesser amount as may be outstanding under the Facility)500,000. Administrative Agent shall timely notify each Lender with respect to each Conversion NoticeNotice of Borrowing. Absent Borrower's Conversion Notice of Borrowing or election of a new Interest Period, a Eurodollar Rate Borrowing shall be deemed converted Converted to a Base Rate Borrowing effective as of the expiration of the Interest Period applicable thereto. No Eurodollar Rate Borrowing may be either made or continued Continued as a Eurodollar Rate Borrowing, and no Base Rate Borrowing may be converted Converted to a Eurodollar Rate Borrowing, if the interest rate for such Eurodollar Rate Borrowing would exceed the Maximum Rate. The right to convert from a Base Rate Borrowing to a Eurodollar Rate Borrowing, or to continue as a Eurodollar Rate Borrowing shall not be available if a Default or Potential Default has occurred and is continuing.

Conversions. Borrower may (a) convert a Eurodollar Rate Borrowing on the last day of the applicable an Interest Period to a Base Rate Borrowing, (b) convert a Base Rate Borrowing at any time to a Eurodollar Rate Borrowing, and (c) elect a new Interest Period (in the case of a Eurodollar Rate Borrowing), by giving notice (a Conversion Notice "NOTICE OF CONVERSION," substantially in the form of EXHIBIT B) of such intent to Administrative Agent no later than 11:00 10:00 a.m. AtlantaDallas, Georgia Texas time on the third Business Day prior to the date of conversion or the last day of the Interest Period, as the case may be (in the case of a conversion to a Eurodollar Rate Borrowing or an election of a new Interest Period), and no later than 11:00 10:00 a.m. AtlantaDallas, Georgia Texas time on one Business Day prior to the last Business Day day of the Interest Period (in the case of a conversion to a Base Rate Borrowing); provided that, that the principal amount converted to, or continued as, a Eurodollar Rate Borrowing shall be in an amount not less than $5,000,000 10,000,000 or a greater integral multiple of $1,000,000 (or such lesser amount as may be outstanding under the Facility)1,000,000. Administrative Agent shall timely notify each Facility B Lender with respect to each Conversion NoticeNotice of Conversion. Absent Borrower's Notice of Conversion Notice or election of a new Interest Period, a Eurodollar Rate Borrowing shall be deemed converted to a Base Rate Borrowing effective as of the expiration of the Interest Period applicable thereto. No Eurodollar Rate Borrowing may be either made or continued as a Eurodollar Rate Borrowing, and no Base Rate Borrowing may be converted to a Eurodollar Rate Borrowing, if the interest rate for such Eurodollar Rate Borrowing would exceed the Maximum Rate. The right to convert from a Base Rate Borrowing to a Eurodollar Rate Borrowing, or to continue as a Eurodollar Rate Borrowing shall not be available if a Default or Potential Default has occurred and is continuing.

Conversions. Borrower may (a) convert a Eurodollar Rate Borrowing on the last day from time to time elect to designate all or any portion of the applicable outstanding Loans (whether Fluctuating Rate Loans or existing LIBOR Loans) as a "Tranche" which after such election shall consist of one or more outstanding Loans with an identical LIBOR Fixed Rate and LIBOR Interest Period to Period. Without the consent of Lender, Borrower may not make such an election during the continuance of a Base Rate Borrowing, (b) convert a Base Rate Borrowing at any time to a Eurodollar Rate BorrowingDefault hereunder, and (c) elect a new Interest Period (in the case of a Eurodollar Rate Borrowing), by giving a Conversion Notice of Borrower may make such intent to Administrative Agent no later than 11:00 a.m. Atlanta, Georgia time on the third Business Day prior to the date of conversion or the last day of the Interest Period, as the case may be (in the case of a conversion to a Eurodollar Rate Borrowing or an election of a new Interest Period), and no later than 11:00 a.m. Atlanta, Georgia time on the last Business Day of the Interest Period (in the case of a conversion to a Base Rate Borrowing); provided that, the principal amount converted to, or continued as, a Eurodollar Rate Borrowing shall be in an amount not less than $5,000,000 or a greater integral multiple of $1,000,000 (or such lesser amount as may be outstanding under the Facility). Administrative Agent shall timely notify each Lender with respect to each Conversion Notice. Absent Borrower's Conversion Notice an outstanding LIBOR Loan only if such election will take effect at or election of a new Interest Period, a Eurodollar Rate Borrowing shall be deemed converted to a Base Rate Borrowing effective as after the termination of the expiration of the LIBOR Interest Period applicable thereto. No Eurodollar Rate Borrowing may Each election by Borrower to designate a Tranche shall: (i) be either made or continued in writing by means of a Conversion Election Notice appropriately completed and executed by Borrower; (ii) specify the aggregate amount of the outstanding Line of Credit Loans which Borrower elects to designate as a Eurodollar Rate BorrowingTranche, the first day of the LIBOR Interest Period which is to apply thereto, and no Base Rate Borrowing the length of such LIBOR Interest Period; and (iii) be received by Lender not later than 10:00 a.m., Central time, three (3) Business Days prior the first day of the specified LIBOR Interest Period. Each Conversion Election Notice shall be irrevocable. Borrower may not make any conversion election which does not specify a LIBOR Interest Period complying with the definition of LIBOR Interest Period in Section 1 hereof, and the aggregate amount of the Tranche elected in any Conversion Election Notice must be converted in a minimum amount of $500,000.00 or an integral multiple of $100,000.00 in excess thereof. Each Tranche shall be deemed a LIBOR Loan and subject to a Eurodollar Rate Borrowing, if all provisions of this Agreement governing LIBOR Loans. If Borrower shall not have given notice in accordance with Section 2.1(d) of its election to refinance the interest rate Tranche prior to the end of the LIBOR Interest Period in effect for such Eurodollar Tranche, then Borrower shall (unless such Tranche is repaid at the end of such LIBOR Interest Period) be deemed to have given notice to Lender of an election to refinance such Tranche with a Fluctuating Rate Borrowing would exceed the Maximum Rate. The right Loan and shall thereafter be subject to convert from a Base all provisions of this Agreement governing Fluctuating Rate Borrowing to a Eurodollar Rate Borrowing, or to continue as a Eurodollar Rate Borrowing shall not be available if a Default or Potential Default has occurred and is continuingLoans.

Conversions. Borrower may (a) On the terms and subject to the conditions of this Agreement and provided that no Event of Default shall have occurred and be continuing, upon written notice, including by telecopy, given by Emons on behalf of the Borrowers to the Lender in substantially the form of Exhibit ------- F attached hereto and made a part hereof (the "Notice of Conversion"), the - -------------------- Borrowers may (i) convert all or any portion of the Term Loan or any Working Capital Loan which is a Eurodollar Rate Borrowing Loan to a Base Rate Loan upon expiration of the applicable Interest Period, (ii) continue any Eurodollar Rate Loan as a Eurodollar Rate Loan upon the expiration of the applicable Interest Period, or (iii) convert any Base Rate Loan to a Eurodollar Rate Loan at any time (any such date on which any Loan is to be converted being referred to herein as a "Conversion Date"). The original of --------------- each Notice of Conversion given to the Lender, by telecopy, shall be sent to the Lender by regular mail within five (5) days of the applicable Conversion Date. Such Notice of Conversion shall be delivered to the Lender prior to 1:00 p.m. (Chicago time) three (3) Business Days prior to the proposed Conversion Date if conversion to, or continuation of, a Eurodollar Rate Loan is requested, and prior to 11:00 a.m. (Chicago time) on the proposed Conversion Date if conversion to a Base Rate Loan is requested. Each proposed Conversion Date shall be a Business Day. (b) If the Borrowers shall fail to give notice of the duration of the proposed Interest Period with respect to a proposed conversion of an outstanding Base Rate Loan or a continuation of a Eurodollar Rate Loan, the Borrowers shall be deemed not to have elected to convert the Base Rate Loan or continue the Eurodollar Rate Loan. If the Borrowers shall fail to give a timely and complete Notice of Conversion with respect to an outstanding Eurodollar Rate Loan in accordance with this Section 2.11, the Borrowers ------------ shall be deemed to have elected to convert such outstanding Eurodollar Rate Loan to a Base Rate Loan on the last day of the applicable Interest Period Period. (c) Any Notice of Conversion given or deemed to have been given pursuant to this Section 2.11 shall be irrevocable. ------------ (d) Each Eurodollar Rate Loan shall be converted to a Base Rate BorrowingLoan at the end of the then applicable Interest Period if (i) an Event of Default has occurred and is continuing, or (bii) convert a the Lender shall be unable to determine the Eurodollar Rate or shall have deemed the Eurodollar Rate to be inadequate or unfair (as provided in Section 2.3(b)). If the making -------------- or maintaining of Eurodollar Rate Loans shall be unlawful, impossible, inadequate or unfair (as provided in Section 2.3(b)), all Eurodollar Rate -------------- Loans then outstanding shall be converted into Base Rate Borrowing at any time to a Eurodollar Rate Borrowing, and Loans on either (ci) elect a new Interest Period (in the case of a Eurodollar Rate Borrowing), by giving a Conversion Notice of such intent to Administrative Agent no later than 11:00 a.m. Atlanta, Georgia time on the third Business Day prior to the date of conversion or the last day of the Interest Period, as Period or Interest Periods applicable to such Loans if the case Lender may be (in the case of a conversion lawfully continue to a Eurodollar Rate Borrowing or an election of a new Interest Period), maintain and no later than 11:00 a.m. Atlanta, Georgia time on the last Business Day of the Interest Period (in the case of a conversion to a Base Rate Borrowing); provided that, the principal amount converted tofund such Loans until such day, or continued as, a Eurodollar Rate Borrowing shall be in an amount not less than $5,000,000 or a greater integral multiple of $1,000,000 (or such lesser amount as may be outstanding under the Facility). Administrative Agent shall timely notify each Lender with respect to each Conversion Notice. Absent Borrower's Conversion Notice or election of a new Interest Period, a Eurodollar Rate Borrowing shall be deemed converted to a Base Rate Borrowing effective as of the expiration of the Interest Period applicable thereto. No Eurodollar Rate Borrowing may be either made or continued as a Eurodollar Rate Borrowing, and no Base Rate Borrowing may be converted to a Eurodollar Rate Borrowingii) immediately, if the interest rate Lender may not lawfully continue to fund and maintain such Loans. (e) Notwithstanding any provision in this Agreement to the contrary, Borrowers shall have no more than five (5) different Interest Periods outstanding for such Eurodollar Rate Borrowing would exceed the Maximum Rate. The right to convert from a Base Rate Borrowing to a Eurodollar Rate Borrowing, or to continue as a Eurodollar Rate Borrowing shall not be available if a Default or Potential Default has occurred and is continuingLoans at any time.

Conversions. Borrower may (a) convert a Eurodollar Rate Borrowing on the last day of the applicable Interest Period to a Base Rate Borrowing, (b) convert a Base Rate Borrowing at any time to a Eurodollar Rate Borrowing, and (c) elect a new Interest Period (in the case of a Eurodollar Rate Borrowing), by giving a Conversion Notice of such intent to Administrative Agent no later than 11:00 10:00 a.m. AtlantaDallas, Georgia Texas time on the third Business Day prior to the date of conversion or the last day of the Interest Period, as the case may be (in the case of a conversion to a Eurodollar Rate Borrowing or an election of a new Interest Period), and no later than 11:00 10:00 a.m. AtlantaDallas, Georgia Texas time on the last Business Day of the Interest Period (in the case of a conversion to a Base Rate Borrowing); provided that, the principal amount converted to, or continued as, a Eurodollar Rate Borrowing shall be in an amount not less than $5,000,000 or a greater integral multiple of $1,000,000 (or such lesser amount as may be outstanding under the Facility). Administrative Agent shall timely notify each Lender with respect to each Conversion Notice. Absent Borrower's Conversion Notice or election of a new Interest Period, a Eurodollar Rate Borrowing shall be deemed converted to a Base Rate Borrowing effective as of the expiration of the Interest Period applicable thereto. No Eurodollar Rate Borrowing may be either made or continued as a Eurodollar Rate Borrowing, and no Base Rate Borrowing may be converted to a Eurodollar Rate Borrowing, if the interest rate for such Eurodollar Rate Borrowing would exceed the Maximum Rate. The right to convert from a Base Rate Borrowing to a Eurodollar Rate Borrowing, or to continue as a Eurodollar Rate Borrowing shall not be available if during the occurrence of a Default or Potential Default has occurred and is continuingDefault.

Conversions. Borrower Borrowers may (a) convert a Eurodollar Rate Borrowing on the last day of the applicable Interest Period to a Base Rate Borrowing, (b) convert a Base Rate Borrowing at any time to a Eurodollar Rate Borrowing, and (c) elect a new Interest Period (in the case of a Eurodollar Rate Borrowing), by giving a Conversion Notice of such intent to Administrative Agent no later than 11:00 a.m. Atlanta12:00 p.m. Dallas, Georgia Texas time on the third Business Day prior to the date of conversion or the last day of the Interest Period, as the case may be (in the case of a conversion to a Eurodollar Rate Borrowing or an election of a new Interest Period), and no later than 11:00 a.m. Atlanta12:00 p.m. Dallas, Georgia Texas time on one Business Day prior to the last Business Day day of the Interest Period (in the case of a conversion to a Base Rate Borrowing); provided that, the principal amount converted to, or continued as, a Eurodollar Rate Borrowing shall be in an amount not less than $5,000,000 or a greater integral multiple of $1,000,000 (or such lesser amount as may be outstanding under the Facilityoutstanding). Administrative Agent shall timely notify each Lender with respect to each Conversion Notice. Absent Borrower's Borrowers' Conversion Notice or election of a new Interest Period, a Eurodollar Rate Borrowing shall be deemed converted to a Base Rate Borrowing effective as of the expiration of the Interest Period applicable thereto. No Eurodollar Rate Borrowing may be either made or continued as a Eurodollar Rate Borrowing, and no Base Rate Borrowing may be converted to a Eurodollar Rate Borrowing, if the interest rate for such Eurodollar Rate Borrowing would exceed the Maximum Rate. The right to convert from a Base Rate Borrowing to a Eurodollar Rate Borrowing, or to continue as a Eurodollar Rate Borrowing shall not be available if during the occurrence of a Default or Potential Default has occurred and is continuingDefault.

Conversions. Borrower may (a) convert Convert a Eurodollar Rate Borrowing on the last day of the applicable an Interest Period to a Base Rate Borrowing, (b) convert Convert a Base Rate Borrowing at any time to a Eurodollar Rate Borrowing, and (c) elect Continue a Eurodollar Borrowing by electing a new Interest Period (in the case of a Eurodollar Rate Borrowing)Period, by giving a Conversion Notice of such intent to Administrative Agent Conversion no later than 11:00 a.m. Atlanta2:00 p.m. Dallas, Georgia Texas time on the third (3rd) Business Day prior to the date of conversion Conversion or the last day of the Interest Period, as the case may be (in the case of a conversion Conversion to a Eurodollar Rate Borrowing or an election of a new Interest Period), and no later than 11:00 a.m. AtlantaDallas, Georgia Texas time on the last Business Day day of the Interest Period (in the case of a conversion Conversion to a Base Rate Borrowing); provided that, PROVIDED THAT the principal amount converted Converted to, or continued Continued as, a Eurodollar Rate Borrowing shall be in an amount not less than $5,000,000 or a greater integral multiple of $1,000,000 (or such lesser amount as may be outstanding under the Facility)1,000,000. Administrative Agent shall timely notify each Lender with respect to each Conversion NoticeNotice of Conversion. Absent Borrower's Notice of Conversion Notice or election of a new Interest Period, a Eurodollar Rate Borrowing shall be deemed converted Converted to a Base Rate Borrowing effective as of the expiration of the Interest Period applicable thereto. No Eurodollar Rate Borrowing may be either made or continued Continued as a Eurodollar Rate Borrowing, and no Base Rate Borrowing may be converted Converted to a Eurodollar Rate Borrowing, if (i) the interest rate for such Eurodollar Rate Borrowing would exceed the Maximum Rate. The right to convert from a Base Rate Borrowing to a Eurodollar Rate Borrowing, or to continue as a Eurodollar Rate Borrowing shall not be available if (ii) a Default or Potential Default has occurred and is continuingexists.

Conversions. Borrower may (a) convert a Eurodollar Rate Borrowing on the last day of the applicable Interest Period to a Base Rate Borrowing, (b) convert a Base Rate Borrowing at any time to a Eurodollar Rate Borrowing, and (c) elect a new Interest Period (in the case of a Eurodollar Rate Borrowing), by giving a Conversion Notice of such intent to Administrative Agent no later than 11:00 a.m. Atlanta12:00 noon Birmingham, Georgia Alabama time on the third second Business Day prior to the date of conversion or the last day of the Interest Period, as the case may be (in the case of a conversion to a Eurodollar Rate Borrowing or an election of a new Interest Period), and no later than 11:00 a.m. Atlanta12:00 noon Birmingham, Georgia Alabama time on one Business Day prior to the last Business Day day of the Interest Period (in the case of a conversion to a Base Rate Borrowing); provided that, the principal amount converted to, or continued as, a Eurodollar Rate Borrowing shall be in an amount not less than $5,000,000 1,000,000 or a greater integral multiple of $1,000,000 100,000 (or such lesser amount as may be is outstanding under the any Facility). Administrative Agent shall timely notify each Lender with respect to each Conversion Notice. Absent Borrower's Conversion Notice or election of a new Interest Period, a Eurodollar Rate Borrowing shall be deemed converted to a Base Rate Borrowing effective as of the expiration of the Interest Period applicable thereto. No Eurodollar Rate Borrowing may be either made or continued as a Eurodollar Rate Borrowing, and no Base Rate Borrowing may be converted to a Eurodollar Rate Borrowing, if the interest rate for such Eurodollar Rate Borrowing would exceed the Maximum Rate. The right to convert from a Base Rate Borrowing to a Eurodollar Rate Borrowing, or to continue as a Eurodollar Rate Borrowing shall not be available if a Default or Potential Default has occurred and is continuing.Eurodollar

Conversions. Borrower may (a) convert a Eurodollar Rate Borrowing on the last day of the applicable Interest Period to a Base Rate Borrowing, (b) convert a Base Rate Borrowing at any time to a Eurodollar Rate Borrowing, and (c) elect a new Interest Period (in the case of a Eurodollar Rate Borrowing), by giving a Conversion Notice of such intent to Administrative Agent no later than 11:00 10:00 a.m. AtlantaDallas, Georgia Texas time on the third Business Day prior to the date of conversion or the last day of the Interest Period, as the case may be (in the case of a conversion to a Eurodollar Rate Borrowing or an election of a new Interest Period), and no later than 11:00 10:00 a.m. AtlantaDallas, Georgia Texas time on one Business Day prior to the last Business Day day of the Interest Period (in the case of a conversion to a Base Rate Borrowing); provided that, the principal amount converted to, or continued as, a Eurodollar Rate Borrowing shall be in an amount not less than $5,000,000 1,000,000 or a greater integral multiple of $1,000,000 500,000 (or such lesser amount as may be outstanding under the Facilityoutstanding). Administrative Agent shall timely notify each Lender with respect to each Conversion Notice. Absent Borrower's Conversion Notice or election of a new Interest Period, a Eurodollar Rate Borrowing shall be deemed converted to a Base Rate Borrowing effective as of the expiration of the Interest Period applicable thereto. No Eurodollar Rate Borrowing may be either made or continued as a Eurodollar Rate Borrowing, and no Base Rate Borrowing may be converted to a Eurodollar Rate Borrowing, if the interest rate for such Eurodollar Rate Borrowing would exceed the Maximum Rate. The right to convert from a Base Rate Borrowing to a Eurodollar Rate Borrowing, or to continue as a Eurodollar Rate Borrowing shall not be available if during the occurrence of a Default or Potential Default has occurred and is continuingDefault.

Conversions. Borrower may So long as no Default or Event of Default shall have occurred and be continuing, and subject to the additional conditions precedent set forth in Section 2.2, Co-Borrowers shall have the option to (ai) convert at any time all or a portion, equal to at least the Minimum Borrowing Amount and multiples thereof, of any outstanding (A) Prime Rate Loan to a Eurodollar Loan, or (B) Eurodollar Loan to a Prime Rate Borrowing Loan, subject to payment of Eurodollar Loan breakage costs in accordance with Section 1.10(b) if such conversion is made prior to the expiration of the Eurodollar Interest Period applicable thereto, or (ii) continue all or any portion of any Loan as a Eurodollar Loan upon the expiration of the applicable Eurodollar Interest Period and the succeeding Eurodollar Interest Period of that continued Loan shall commence on the last day of the applicable Eurodollar Interest Period of the Loan to be continued, provided, that (i) no partial conversion of Eurodollar Loans shall reduce the outstanding principal amount of such Eurodollar Loans made pursuant to a Base single Borrowing to less than the Minimum Borrowing Amount and (ii) no conversion pursuant to this Section 1.6 shall result in a greater number of Borrowings of Eurodollar Loans than is permitted under Section 1.3(b). Any such election must be made by 11:00 a.m. (New York time) on the third (3rd) Business Day prior to (1) the end of each Eurodollar Interest Period with respect to any Eurodollar Loans to be continued as such, or (2) the date on which Co-Borrowers wish to convert any Prime Rate Borrowing, (b) convert a Base Rate Borrowing at any time Loan to a Eurodollar Rate Borrowing, and (c) elect Loan for a new Eurodollar Interest Period designated by Co-Borrowers in such election or (in 3) the case of date on which Co-Borrowers wish to convert any Eurodollar Loan to a Prime Rate Loan. If no election is received with respect to a Eurodollar Rate Borrowing), Loan by giving a Conversion Notice of such intent to Administrative Agent no later than 11:00 a.m. Atlanta, Georgia time (New York time) on the third (3rd) Business Day prior to the date end of conversion the Eurodollar Interest Period with respect thereto (or if a Default or an Event of Default shall have occurred and be continuing or the last day of the Interest Period, as the case may be (additional conditions precedent set forth in the case of a conversion to a Eurodollar Rate Borrowing or an election of a new Interest PeriodSection 2.2 shall not have been satisfied), and no later than 11:00 a.m. Atlanta, Georgia time on the last Business Day of the Interest Period (in the case of a conversion to a Base Rate Borrowing); provided that, the principal amount converted to, or continued as, a that Eurodollar Rate Borrowing Loan shall be in an amount not less than $5,000,000 or a greater integral multiple of $1,000,000 (or such lesser amount as may be outstanding under the Facility). Administrative Agent shall timely notify each Lender with respect to each Conversion Notice. Absent Borrower's Conversion Notice or election of a new Interest Period, a Eurodollar Rate Borrowing shall be deemed converted to a Base Rate Borrowing effective as of the expiration of the Interest Period applicable thereto. No Eurodollar Rate Borrowing may be either made or continued as a Eurodollar Rate Borrowing, and no Base Rate Borrowing may be converted to a Prime Rate Loan at the end of its Eurodollar Rate BorrowingInterest Period. Cigar, if on behalf of the interest rate for Co-Borrowers, must make such Eurodollar Rate Borrowing would exceed election by written notice (a "Notice of Conversion/Continuation") to Administrative Agent in the Maximum Rate. The right to convert from a Base Rate Borrowing to a Eurodollar Rate Borrowing, or to continue as a Eurodollar Rate Borrowing shall not be available if a Default or Potential Default has occurred and is continuingform of Exhibit 1.6.

Conversions. Borrower may (a) convert a Eurodollar Rate Borrowing ----------- on the last day of the applicable Interest Period to a Base Rate Borrowing, (b) convert a Base Rate Borrowing at any time to a Eurodollar Rate Borrowing, and (c) elect a new Interest Period (in the case of a Eurodollar Rate Borrowing), by giving a Conversion Notice of such intent to Administrative Agent no later than 11:00 10:00 a.m. AtlantaDallas, Georgia Texas time on the third Business Day prior to the date of conversion or the last day of the Interest Period, as the case may be (in the case of a conversion to a Eurodollar Rate Borrowing or an election of a new Interest Period), and no later than 11:00 10:00 a.m. AtlantaDallas, Georgia Texas time on one Business Day prior to the last Business Day day of the Interest Period (in the case of a conversion to a Base Rate Borrowing); provided that, the principal amount converted to, or continued as, a Eurodollar Rate Borrowing shall be in an amount not less than $5,000,000 1,500,000 or a greater integral multiple of $1,000,000 500,000 (or such lesser amount as may be outstanding under the any Facility). Administrative Agent shall timely notify each Lender with respect to each Conversion Notice. Absent Borrower's Conversion Notice or election of a new Interest Period, a Eurodollar Rate Borrowing shall be deemed converted to a Base Rate Borrowing effective as of the expiration of the Interest Period applicable thereto. No Eurodollar Rate Borrowing may be either made or continued as a Eurodollar Rate Borrowing, and no Base Rate Borrowing may be converted to a Eurodollar Rate Borrowing, if the interest rate for such Eurodollar Rate Borrowing would exceed the Maximum Rate. The right to convert from a Base Rate Borrowing to a Eurodollar Rate Borrowing, or to continue as a Eurodollar Rate Borrowing shall not be available if during the occurrence of a Default or Potential Default has occurred and is continuingDefault.

Conversions. Borrower may (a) convert a Eurodollar Rate Borrowing on the last day of the applicable Interest Period to a Base Rate Borrowing, (b) convert a Base Rate Borrowing at any time to a Eurodollar Rate Borrowing, and (c) elect a new Interest Period (in the case of a Eurodollar Rate Borrowing), by giving a Conversion Notice of such intent to Administrative Agent no later than 11:00 a.m. AtlantaDallas, Georgia Texas time on the third Business Day prior to the date of conversion or the last day of the Interest Period, as the case may be (in the case of a conversion to a Eurodollar Rate Borrowing or an election of a new Interest Period), and no later than 11:00 a.m. AtlantaDallas, Georgia time Texas on the last Business Day of the Interest Period (in the case of a conversion to a Base Rate Borrowing); provided that, the principal amount converted to, or continued as, a Eurodollar Rate Borrowing shall be in an amount not less than $5,000,000 or a greater integral multiple of $1,000,000 (or such lesser amount as may be outstanding under the any Facility). Administrative Agent shall timely notify each Lender with respect to each Conversion Notice. Absent Borrower's Conversion Notice or election of a new Interest Period, a Eurodollar Rate Borrowing shall be deemed converted to a Base Rate Borrowing effective as of the expiration of the Interest Period applicable thereto. No Eurodollar Rate Borrowing may be either made or continued as a Eurodollar Rate Borrowing, and no Base Rate Borrowing may be converted to a Eurodollar Rate Borrowing, if the interest rate for such Eurodollar Rate Borrowing would exceed the Maximum Rate. The right to convert from a Base Rate Borrowing to a Eurodollar Rate Borrowing, or to continue as a Eurodollar Rate Borrowing Borrowing, shall not be available if during the occurrence of a Default or Potential Default has occurred and is continuingDefault.

Conversions. Borrower may (a) convert a Eurodollar Rate Borrowing on the last day of the applicable Interest Period to a Base Rate Borrowing, (b) convert a Base Rate Borrowing at any time to a Eurodollar Rate Borrowing, and (c) elect a new Interest Period (in the case of a Eurodollar Rate Borrowing), by giving a Conversion Notice of such intent to Administrative Agent no later than 11:00 a.m. AtlantaDallas, Georgia Texas time on the third Business Day prior to the date of conversion or the last day of the Interest Period, as the case may be (in the case of a conversion to a Eurodollar Rate Borrowing or an election of a new Interest d-699365.10 34 CoorsTek Credit Agreement ------------------------- Period), and no later than 11:00 a.m. AtlantaDallas, Georgia time Texas on the last Business Day of the Interest Period (in the case of a conversion to a Base Rate Borrowing); provided that, the principal amount converted to, or continued as, a Eurodollar Rate Borrowing shall be in an amount not less than $5,000,000 or a greater integral multiple of $1,000,000 (or such lesser amount as may be outstanding under the any Facility). Administrative Agent shall timely notify each Lender with respect to each Conversion Notice. Absent Borrower's Conversion Notice or election of a new Interest Period, a Eurodollar Rate Borrowing shall be deemed converted to a Base Rate Borrowing effective as of the expiration of the Interest Period applicable thereto. No Eurodollar Rate Borrowing may be either made or continued as a Eurodollar Rate Borrowing, and no Base Rate Borrowing may be converted to a Eurodollar Rate Borrowing, if the interest rate for such Eurodollar Rate Borrowing would exceed the Maximum Rate. The right to convert from a Base Rate Borrowing to a Eurodollar Rate Borrowing, or to continue as a Eurodollar Rate Borrowing Borrowing, shall not be available if during the occurrence of a Default or Potential Default has occurred and is continuingDefault.

Conversions. Borrower The Borrowers may (a) convert a Eurodollar Rate Borrowing on the last day of the applicable Interest Period to a Base Rate Borrowing, (b) convert a Base Rate Borrowing at any time to a Eurodollar Rate Borrowing, and (c) elect a new Interest Period (in the case of a Eurodollar Rate Borrowing), by giving a Conversion Notice of such intent to the Administrative Agent no later than 11:00 a.m. Atlanta12:00 p.m., Georgia New York, New York time on the third Business Day prior to the date of conversion or the last day of the Interest Period, as the case may be (in the case of a conversion to a Eurodollar Rate Borrowing or an election of a new Interest Period), and no later than 11:00 a.m. Atlanta12:00 p.m., Georgia New York, New York time on one Business Day prior to the last Business Day day of the Interest Period (in the case of a conversion to a Base Rate Borrowing); provided that, the principal amount converted to, or continued as, a Eurodollar Rate Borrowing shall be in an amount not less than $5,000,000 10,000,000 or a greater integral multiple of $1,000,000 500,000 (or such lesser amount as may be outstanding under any Facility or Discretionary Facility, as the Facilitycase may be). The Administrative Agent shall timely notify each Lender with respect to each Conversion Notice. Absent Borrower's the Borrowers' Conversion Notice or election of a new Interest Period, a Eurodollar Rate Borrowing shall be deemed converted to a Base Rate Borrowing effective as of the expiration of the Interest Period applicable thereto. No Eurodollar Rate Borrowing may be either made or continued as a Eurodollar Rate Borrowing, and no Base Rate Borrowing may be converted to a Eurodollar Rate Borrowing, if the interest rate for such Eurodollar Rate Borrowing would exceed the Maximum Rate. The right to convert from a Base Rate Borrowing to a Eurodollar Rate Borrowing, or to continue as a Eurodollar Rate Borrowing shall not be available if during the occurrence of a Default or Potential Default has occurred and is continuingDefault.

Conversions. Borrower may (a) convert a Eurodollar Rate Borrowing on the last day of the applicable Interest Period to a Base Rate Borrowing, (b) convert a Base Rate Borrowing at any time to a Eurodollar Rate Borrowing, and (c) elect a new Interest Period (in the case of a Eurodollar Rate Borrowing), by giving a Conversion Notice of such intent to Administrative Agent no later than 11:00 10:00 a.m. AtlantaDallas, Georgia Texas time on the third Business Day prior to the date of conversion or the last day of the Interest Period, as the case may be (in the case of a conversion to a Eurodollar Rate Borrowing or an election of a new Interest Period), and no later than 11:00 10:00 a.m. AtlantaDallas, Georgia Texas time on one Business Day prior to the last Business Day day of the Interest Period (in the case of a conversion to a Base Rate Borrowing); provided thatPROVIDED THAT, the principal amount converted to, or continued as, a Eurodollar Rate Borrowing shall be in an amount not less than $5,000,000 7,000,000 or a greater integral multiple of $1,000,000 (or such lesser amount as may be is outstanding under the any Facility). Administrative Agent shall timely notify each Lender with respect to each Conversion Notice. Absent Borrower's Conversion Notice or election of a new Interest Period, a Eurodollar Rate Borrowing shall be deemed converted to a Base Rate Borrowing effective as of the expiration of the Interest Period applicable thereto. No Eurodollar Rate Borrowing may be either EITHER made or continued as a Eurodollar Rate Borrowing, and no Base Rate Borrowing may be converted to a Eurodollar Rate Borrowing, if the interest rate for such Eurodollar Rate Borrowing would exceed the Maximum Rate. The right Right to convert from a Base Rate Borrowing to a Eurodollar Rate Borrowing, or to continue as a Eurodollar Rate Borrowing Borrowing, shall not be available if during the occurrence of a Default or a Potential Default has occurred and is continuingDefault.

Conversions. Borrower The Company may (a) convert a Eurodollar Rate Borrowing on the last day of the applicable an Interest Period to a Base Rate Borrowing, (b) convert a Base Rate Borrowing at any time to a Eurodollar Rate Borrowing, and (c) elect a new Interest Period (in the case of a Eurodollar Rate Borrowing), by giving notice (a Conversion Notice "NOTICE OF CONVERSION," substantially in the form of EXHIBIT B) of such intent to Administrative Agent no later than 11:00 a.m. AtlantaNew York, Georgia New York, time on the third Business Day prior to the date of conversion or the last day of the Interest Period, as the case may be (in the case of a conversion to a Eurodollar Rate Borrowing or an election of a new Interest Period), and no later than 11:00 a.m. AtlantaNew York, Georgia New York time on one Business Day prior to the last Business Day day of the Interest Period (in the case of a conversion to a Base Rate Borrowing); provided that, that the principal amount converted to, or continued as, a Eurodollar Rate Borrowing shall be in an amount not less than $5,000,000 or a greater integral multiple of $1,000,000 (or such lesser amount as may be outstanding under the Facility)1,000,000. Administrative Agent shall timely notify each Lender with respect to each Conversion NoticeNotice of Conversion. Absent Borrowerthe Company's Notice of Conversion Notice or election of a new Interest Period, a Eurodollar Rate Borrowing shall be deemed converted to a Base Rate Borrowing effective as of the expiration of the Interest Period applicable thereto. No Eurodollar Rate Borrowing may be either made or continued as a Eurodollar Rate Borrowing, and no Base Rate Borrowing may be converted to a Eurodollar Rate Borrowing, if (i) a Default has occurred and is continuing, or (ii) the interest rate for such Eurodollar Rate Borrowing would exceed the Maximum Rate. The right to convert from a Base Rate Borrowing to a Eurodollar Rate Borrowing, or to continue as a Eurodollar Rate Borrowing shall not be available if a Default or Potential Default has occurred and is continuing.

Conversions. Borrower may (a) convert a Eurodollar Rate Borrowing on the last day of the applicable Interest Period to a Base Rate Borrowing, (b) convert a Base Rate Borrowing at any time to a Eurodollar Rate Borrowing, and (c) elect a new Interest Period (in the case of a Eurodollar Rate Borrowing), by giving a Conversion Notice of such intent to Administrative Agent no later than 11:00 10:00 a.m. AtlantaDallas, Georgia Texas time on the third Business Day prior to the date of conversion or the last day of the Interest Period, as the case may be (in the case of a conversion to a Eurodollar Rate Borrowing or an election of a new Interest Period), and no later than 11:00 10:00 a.m. AtlantaDallas, Georgia Texas time on one Business Day prior to the last Business Day day of the Interest Period (in the case of a conversion to a Base Rate Borrowing); provided thatPROVIDED THAT, the principal amount converted to, or continued as, a Eurodollar Rate Borrowing shall be in an amount not less than $5,000,000 or a greater integral multiple of $1,000,000 (or such lesser amount as may be outstanding under the any Facility). Administrative Agent shall timely notify each Lender with respect to each Conversion Notice. Absent Borrower's Conversion Notice or election of a new Interest Period, a Eurodollar Rate Borrowing shall be deemed converted to a Base Rate Borrowing effective as of the expiration of the Interest Period applicable thereto. No Eurodollar Rate Borrowing may be either made or continued as a Eurodollar Rate Borrowing, and no Base Rate Borrowing may be converted to a Eurodollar Rate Borrowing, if the interest rate for such Eurodollar Rate Borrowing would exceed the Maximum Rate. The right to convert from a Base Rate Borrowing to a Eurodollar Rate Borrowing, or to continue as a Eurodollar Rate Borrowing shall not be available if during the occurrence of a Default or Potential Default has occurred and is continuingDefault.

Conversions. Borrower Restricted Borrowers (and with respect to Borrowings by Unrestricted Borrowers, Unrestricted Borrowers and Restricted Borrowers) may (a) convert a Eurodollar Rate Borrowing on the last day of the applicable Interest Period to a Base Rate Borrowing, (b) convert a Base Rate Borrowing at any time to a Eurodollar Rate Borrowing, and (c) elect a new Interest Period (in the case of a Eurodollar Rate Borrowing), by giving a Conversion Notice of such intent to Administrative Agent no later than 11:00 a.m. Atlantaa.m., Georgia Dallas, Texas time on the third Business Day prior to the date of conversion or the last day of the Interest Period, as the case may be (in the case of a conversion to a Eurodollar Rate Borrowing or an election of a new Interest Period), and no later than 11:00 a.m. Atlantaa.m., Georgia Dallas, Texas time on one Business Day prior to the last Business Day day of the Interest Period (in the case of a conversion to a Base Rate Borrowing); provided that, the principal amount converted to, or continued as, a Eurodollar Rate Borrowing shall be in an amount not less than $5,000,000 10,000,000 or a greater integral multiple of $1,000,000 500,000 (or such lesser amount as may be outstanding under the any Facility). Administrative Agent shall timely notify each Lender with respect to each Conversion Notice. Absent Borrower's Restricted Borrowers' (or with respect to Borrowings by Unrestricted Borrowers, Unrestricted Borrowers' and Restricted Borrowers') Conversion Notice or election of a new Interest Period, a Eurodollar Rate Borrowing shall be deemed converted to a Base Rate Borrowing effective as of the expiration of the Interest Period applicable thereto. No Eurodollar Rate Borrowing may be either made or continued as a Eurodollar Rate Borrowing, and no Base Rate Borrowing may be converted to a Eurodollar Rate Borrowing, if the interest rate for such Eurodollar Rate Borrowing would exceed the Maximum Rate. The right to convert from a Base Rate Borrowing to a Eurodollar Rate Borrowing, or to continue as a Eurodollar Rate Borrowing shall not be available if during the occurrence of a Default or Potential Default has occurred and is continuingDefault.