Common use of Continuation and Conversion Elections Clause in Contracts

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m. on a Business Day, the Borrower may from time to time irrevocably elect on not less than three nor more than five Business Days’ notice (a) to convert any Base Rate Loan into one or more LIBO Rate Loans or (b) before the last day of the then current Interest Period with respect thereto, to continue any LIBO Rate Loan as a LIBO Rate Loan; provided that (i) any portion of any Loan which is continued or converted hereunder shall be in a minimum amount of $1,000,000 and in an integral multiple amount of $1,000,000 and (ii) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), with respect to any LIBO Rate Loan at least three Business Days before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan; provided further that (A) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loans, and (B) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Event of Default has occurred and is continuing.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m. 12:00 noon, New York time, on a Business Day, the Borrower may from time to time irrevocably elect elect, on not less than one (in the case of a conversion of LIBO Rate Loans to Base Rate Loans) and three (in the case of a continuation of LIBO Rate Loans or a conversion of Base Rate Loans into LIBO Rate Loans) nor more than (in each case) five Business Days’ notice that all, or any portion in an aggregate minimum amount of $2,000,000 and an integral multiple of $500,000, in the case of the continuation of, or conversion into, LIBO Rate Loans, or an aggregate minimum amount of $500,000 and an integral multiple thereof, in the case of the conversion into Base Rate Loans (other than Swing Line Loans as provided in clause (a) to convert any of Section 2.3.2) be, in the case of Base Rate Loans, converted into LIBO Rate Loans or, in the case of LIBO Rate Loans, be converted into a Base Rate Loan into one or more LIBO Rate Loans or (b) before the last day of the then current Interest Period with respect thereto, to continue any LIBO Rate Loan continued as a LIBO Rate Loan; provided that Loan (i) any portion of any Loan which is continued or converted hereunder shall be in a minimum amount of $1,000,000 and in an integral multiple amount of $1,000,000 and (ii) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), Notice with respect to any LIBO Rate Loan at least three Business Days before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided further provided, however, that (Ax) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loansthe relevant Lenders, and (By) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Event of Default has occurred and is continuing.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice telephonic notice to the Administrative Agent on or before 10:00 a.m. 12:00 noon on a Business Day (followed (within one Business Day) by the delivery of a confirming Continuation/Conversion Notice), the Borrower may from time to time irrevocably elect elect, on not less than one Business Day’s notice in the case of Base Rate Loans, or three nor Business Days’ notice in the case of LIBO Rate Loans, and in either case not more than five Business Days’ notice (a) to convert notice, that all, or any portion in an aggregate minimum amount of $2,000,000 and an integral multiple of $500,000 be, in the case of Base Rate Loan Loans, converted into one or more LIBO Rate Loans or (b) before be, in the last day case of the then current Interest Period with respect thereto, to continue any LIBO Rate Loan Loans, converted into Base Rate Loans or continued as a LIBO Rate Loan; provided that Loans (i) any portion of any Loan which is continued or converted hereunder shall be in a minimum amount of $1,000,000 and in an integral multiple amount of $1,000,000 and (ii) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), Notice with respect to any LIBO Rate Loan at least three Business Days (but not more than five Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided further that (Ax) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loans, and (By) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Event of Default has occurred and is continuing.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m. 12:00 noon, New York time, on a Business Day, the Borrower may from time to time irrevocably elect elect, on not less than one Business Day's notice (in the case of a conversion of LIBO Rate Loans to Base Rate Loans) or three Business Days' notice (in the case of a continuation of LIBO Rate Loans or a conversion of Base Rate Loans into LIBO Rate Loans) nor more than five Business Days’ ' notice (ain the case of any Loans) to convert any Base Rate Loan into one that all, or more LIBO Rate Loans or (b) before the last day of the then current Interest Period with respect thereto, to continue any LIBO Rate Loan as a LIBO Rate Loan; provided that (i) any portion of any Loan which is continued or converted hereunder shall be in a an aggregate minimum amount of $1,000,000 and in an integral multiple of $500,000, in the case of the continuation of, or conversion into, LIBO Rate Loans, or an aggregate minimum amount of $1,000,000 500,000 and an integral multiple thereof, in the case of the conversion into Base Rate Loans, be, in the case of Base Rate Loans, converted into LIBO Rate Loans or, in the case of LIBO Rate Loans, be converted into Base Rate Loans or continued as LIBO Rate Loans (ii) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), Notice with respect to any LIBO Rate Loan at least three Business Days before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided further provided, however, that (Ax) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loansthe relevant Lenders, and (By) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Event of Default has occurred and is continuing.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m. on a Business Day, the U.S. Borrower may from time to time irrevocably elect elect, on not less than one Business Day's notice in the case of Base Rate Loans, or three nor Business Days' notice in the case of LIBO Rate Loans, and in either case not more than five Business Days’ notice (a) to convert ' notice, that all, or any portion in an aggregate minimum amount of the Dollar Equivalent of $10,000,000 and an integral multiple of the Dollar Equivalent of $1,000,000 be, in the case of Base Rate Loan Loans, converted into one or more LIBO Rate Loans or (b) before be, in the last day case of the then current Interest Period with respect thereto, to continue any LIBO Rate Loan Loans, converted into Base Rate Loans or continued as a LIBO Rate Loan; provided that Loans (i) any portion of any Loan which is continued or converted hereunder shall be in a minimum amount of $1,000,000 and in an integral multiple amount of $1,000,000 and (ii) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), Notice with respect to any LIBO Rate Loan at least three Business Days (but not more than five Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided further provided, however, that (Ax) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loans, and (By) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Event of Default has occurred and is continuing. Loans can only be continued or converted in the currency that such Loans were made on the date of such Borrowing.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m. a.m., Applicable Time, on a Business Day, the any Borrower may from time to time irrevocably elect elect, on not less than three nor more than five Business Days’ ' notice (a) that all, or any portion of any Loans made to convert any it be, in the case of Base Rate Loans, converted into LIBO Rate Loans or, in the case of a LIBO Rate Loan, converted into a Base Rate Loan into one or more LIBO Rate Loans or (b) before the last day of the then current Interest Period with respect thereto, to continue any LIBO Rate Loan continued as a LIBO Rate Loan; provided that Loan (i) any portion of any Loan which is continued or converted hereunder shall be in a minimum amount of $1,000,000 and in an integral multiple amount of $1,000,000 and (ii) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), Notice with respect to any LIBO Rate Loan at least three Business Days before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base LIBO Rate LoanLoan pursuant to the provisions of clause (b) of Section 2.3, unless such Loan is otherwise required to be paid pursuant to the terms of this Agreement (including the first sentence of Section 3.1)); provided further provided, however, that (A) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loans, and (Bi) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Event of Default has occurred and is continuingcontinuing and (ii) the maximum length of any Interest Period or combination of Interest Periods for any particular Loan shall not exceed six months.

Continuation and Conversion Elections. By Micro may from time to time by delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m. 1:00 p.m., Eastern time, on a Business Day, irrevocably elect, in the Borrower may from time to time irrevocably elect case of LIBO Rate Loans, on not less than three nor more than five Business Days’ notice (a) to convert ' notice, and in the case of Reference Rate Loans, on such Business Day, that all, or any Base portion in an aggregate minimum amount of $25,000,000 and an integral multiple of $1,000,000 of the Loans, be, in the case of Reference Rate Loan Loans, converted into one or more LIBO Rate Loans or be, in the case of LIBO Rate Loans, converted into Reference Rate Loans or continued as LIBO Rate Loans (bin the absence of delivery of a Continuation/Conversion Notice with respect to any LIBO Rate Loan, at least three Business Days (but not more than five Business Days) before the last day of the then current Interest Period with respect thereto, to continue any LIBO Rate Loan as a LIBO Rate Loan; provided that (i) any portion of any Loan which is continued or converted hereunder shall be in a minimum amount of $1,000,000 and in an integral multiple amount of $1,000,000 and (ii) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), with respect to any LIBO Rate Loan at least three Business Days before the last day of the then current Interest Period with respect thereto, each such LIBO Rate Loan shall, on such last day, automatically convert to a Base Reference Rate Loan); provided further provided, however, that (A1) each such conversion or continuation shall be pro rated among the applicable outstanding Pro-Rata Revolving Loans of all Lenders that have made such LoansLenders, and (B2) no portion of the outstanding principal amount of any Pro-Rata Revolving Loans may be continued as, or be converted into, a LIBO Rate Loans when Loan with an Interest Period longer than one month while any Event of Default has occurred and is continuing.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m. (Chicago time) on a Business Day, the Borrower may from time to time irrevocably elect elect, on not less than one Business Day's notice (in the case of a conversion of LIBO Rate Loans to Base Rate Loans) or three Business Days' notice (in the case of a continuation of LIBO Rate Loans or a conversion of Base Rate Loans into LIBO Rate Loans) nor more than five Business Days’ ' notice (a) to convert any Base Rate Loan into one that all, or more LIBO Rate Loans or (b) before the last day of the then current Interest Period with respect thereto, to continue any LIBO Rate Loan as a LIBO Rate Loan; provided that (i) any portion of any Loan which is continued or converted hereunder shall be in a minimum amount of $1,000,000 and in an 5,000,000 or any larger integral multiple of $250,000, be, in the case of Base Rate Loans, converted into LIBO Rate Loans or a minimum amount of $1,000,000 and 250,000 or any larger integral multiple of $250,000, in the case of LIBO Rate Loans, converted into Base Rate Loans or continued as LIBO Rate Loans (ii) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), Notice with respect to any LIBO Rate Loan at least three Business Days before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided further provided, however, that (Ax) each such conversion or continuation shall be pro rated among the applicable outstanding Term Loans of all Lenders that have made such LoansLenders, and (By) no portion of the outstanding principal amount of any Term Loans may be continued as, or be converted into, LIBO Rate Loans when any Event of Default has occurred and is continuing.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m. 12:00 Noon, New York City time on a Business Day, the Borrower may from time to time irrevocably elect that all, or any portion in an aggregate minimum amount of $10,000,000 and an integral multiple of $1,000,000 in excess thereof, of any Loans be (i) on not less than three nor more than five Business Days’ notice (a) to convert any Base Rate Loan into one ' notice, converted into, or more continued as, LIBO Rate Loans Loans, or (b) before the last day of the then current Interest Period with respect thereto, to continue any LIBO Rate Loan as a LIBO Rate Loan; provided that (i) any portion of any Loan which is continued or converted hereunder shall be in a minimum amount of $1,000,000 and in an integral multiple amount of $1,000,000 and (ii) in on the same Business Day, be converted into, or continued as Base Rate Loans. In the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), Notice with respect to any LIBO Rate Loan at least three Business Days before the last day of the then current Interest Period with respect theretoLoan, such LIBO Rate Loan shallshall automatically be continued as a LIBO Rate Loan with an Interest Period of the same duration as the then expiring Interest Period; provided, on such last dayhowever, automatically convert to a Base Rate Loan; provided further that (Ax) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such LoansLenders, (y) a LIBO Rate Loan may not be converted at any time other than the last day of the Interest Period applicable thereto and (Bz) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Default or Event of Default has occurred and is continuing. Upon the occurrence and during the continuance of any Event of Default under Section 8.1, each LIBO Rate Loan shall convert automatically to a Base Rate Loan at the end of the Interest Period then in effect for such LIBO Rate Loan.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m. 12:00 noon, New York time, on a Business Day, the Borrower may from time to time irrevocably elect elect, on not less than one Business Day's notice (in the case of a conversion of LIBO Rate Loans to Base Rate Loans) or three Business Days' notice (in the case of a continuation of LIBO Rate Loans or a conversion of Base Rate Loans into LIBO Rate Loans) nor more than five Business Days’ ' notice (ain the case of any Loans) to convert any Base Rate Loan into one that all, or more LIBO Rate Loans or (b) before the last day of the then current Interest Period with respect thereto, to continue any LIBO Rate Loan as a LIBO Rate Loan; provided that (i) any portion of any Loan which is continued or converted hereunder shall be in a minimum amount of $1,000,000 and in an 500,000 or any larger integral multiple amount of $1,000,000 and 100,000, be, in the case of Base Rate Loans, converted into LIBO Rate Loans or, in the case of LIBO Rate Loans, converted into Base Rate Loans or continued as LIBO Rate Loans (ii) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), Notice with respect to any LIBO Rate Loan at least three Business Days before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided further provided, however, that (Ax) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loansthe relevant Lenders, and (By) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Event of Default has occurred and is continuing.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice telephonic notice to the Administrative Agent on or before 10:00 a.m. 12:00 noon on a Business Day (followed (within one Business Day) by the delivery of a confirming Continuation/Conversion Notice), the Borrower may from time to time irrevocably elect elect, on not less than one Business Day's notice in the case of Base Rate Loans, or three nor Business Days' notice in the case of LIBO Rate Loans, and in either case not more than five Business Days’ notice (a) to convert ' notice, that all, or any portion in an aggregate minimum amount of $2,000,000 and an integral multiple of $500,000 be, in the case of Base Rate Loan Loans, converted into one or more LIBO Rate Loans or (b) before be, in the last day case of the then current Interest Period with respect thereto, to continue any LIBO Rate Loan Loans, converted into Base Rate Loans or continued as a LIBO Rate Loan; provided that Loans (i) any portion of any Loan which is continued or converted hereunder shall be in a minimum amount of $1,000,000 and in an integral multiple amount of $1,000,000 and (ii) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), Notice with respect to any LIBO Rate Loan at least three Business Days (but not more than five Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided further that (Ax) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loans, and (By) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Event of Default has occurred and is continuing.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m. 12:00 noon, New York time, on a Business Day, the Borrower may from time to time irrevocably elect elect, on not less than three nor more than five (3) Business Days’ notice (a) ' notice, that all or any portion in an aggregate minimum amount of $500,000 and an integral multiple of $100,000, of any Loans to convert any the Borrower be, in the case of Base Rate Loan Loans, converted into one or more LIBO Rate Loans or (b) before or, in the case of LIBO Rate Loans, converted on the last day of the then current Interest Period with respect thereto, to continue any LIBO into a Base Rate Loan or continued as a LIBO Rate Loan; provided that Loan (i) any portion of any Loan which is continued or converted hereunder shall be in a minimum amount of $1,000,000 and in an integral multiple amount of $1,000,000 and (ii) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), Notice with respect to any LIBO Rate Loan at least three (3) Business Days before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base LIBO Rate LoanLoan having an Interest Period of one month except as provided in clause (ii) of the proviso to this Section 2.4); provided further provided, however, that (Ai) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such LoansBanks to the Borrower, and (Bii) no portion of the outstanding principal amount of any Loans may be so continued as, or be so converted into, LIBO Rate Loans when any Event of Default has occurred and is continuing, and (iii) continuation of a LIBO Rate Loan, the conversion of a Base Rate Loan into a LIBO Rate Loan or the conversion of a LIBO Rate Loan into a Base Rate Loan pursuant to this Section 2.4 shall not constitute a Borrowing for purposes of Section 5.2.1 or Article VI of this Agreement.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m. 10:30 a.m., New York time, on a Business Day, the Borrower may from time to time irrevocably elect elect, on not less than three nor more than five Business Days’ ' notice (a) to convert that all, or any portion in an aggregate minimum amount of $5,000,000 and an integral multiple of $1,000,000, of any Loans be, in the case of Base Rate Loans, converted into LIBO Rate Loans or, in the case of LIBO Rate Loans, be converted into a Base Rate Loan into one or more LIBO Rate Loans or (b) before the last day of the then current Interest Period with respect thereto, to continue any LIBO Rate Loan continued as a LIBO Rate Loan; provided that Loan (i) any portion of any Loan which is continued or converted hereunder shall be in a minimum amount of $1,000,000 and in an integral multiple amount of $1,000,000 and (ii) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Continuation/ Conversion Notice), Notice with respect to any LIBO Rate Loan at least three Business Days before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a LIBO Rate Loan having an Interest Period of one month, unless such LIBO Rate Loan at such time has an Interest Period of one month due to a prior automatic conversion, in which case such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided further PROVIDED, HOWEVER, that (Ai) each such conversion or continuation shall be pro rated prorated among the applicable outstanding Loans of all Lenders that have made such LoansLenders, and (Bii) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Event of Default has occurred and is continuing.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m. 1:00 p.m., Charlotte time, on a Business Day, the Borrower may from time to time irrevocably elect elect, on not less than one Business Days’ notice in the case of conversion to Base Rate Loans, or three nor Business Days’ notice in the case of conversion to LIBO Rate Loans, and in either case not more than five Business Days’ notice (a) to convert notice, that all, or any portion in an aggregate minimum amount of $2,000,000 and an integral multiple of $1,000,000 be, in the case of Base Rate Loan Loans, converted into one or more LIBO Rate Loans or (b) before be, in the last day case of the then current Interest Period with respect thereto, to continue any LIBO Rate Loan Loans, converted into Base Rate Loans or continued as a LIBO Rate Loan; provided that Loans (i) any portion of any Loan which is continued or converted hereunder shall be in a minimum amount of $1,000,000 and in an integral multiple amount of $1,000,000 and (ii) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), Notice with respect to any LIBO Rate Loan at least three Business Days (but not more than five Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided further provided, however, that (Ax) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loans, and (By) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Event of Default has occurred and is continuing.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m. on a Business Day, the Borrower Borrowers may from time to time irrevocably elect elect, on not less than one Business Day’s notice in the case of Base Rate Loans, or three nor Business Days’ notice in the case of LIBO Rate Loans, and in either case not more than five Business Days’ notice (a) to convert any Base Rate Loan into one notice, that all, or more LIBO Rate Loans or (b) before the last day of the then current Interest Period with respect thereto, to continue any LIBO Rate Loan as a LIBO Rate Loan; provided that (i) any portion of any Loan which is continued or converted hereunder shall be in a an aggregate minimum amount of $1,000,000 and in an integral multiple amount of $1,000,000 and be, in the case of Base Rate Loans, converted into LIBO Rate Loans or be, in the case of LIBO Rate Loans, converted into Base Rate Loans or continued as LIBO Rate Loans (ii) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), Notice with respect to any LIBO Rate Loan at least three Business Days (but not more than five Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided further that (Ax) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such LoansLenders, and (By) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Event of Default has occurred and is continuing. Notwithstanding anything to the contrary in this Section 2.3, on the third Business Day after the Closing Date, all of the Loans shall be converted into LIBO Rate Loans with an initial Interest Period of one month, as and to the extent specified in a Continuation/Conversion Notice delivered to the Administrative Agent on the Closing Date.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 11:00 a.m. (New York time) on a Business Day, a Borrower (or the Administrative Borrower on such Borrower's behalf) may from time to time irrevocably elect elect, on not less than one Business Day's notice in the case of conversions to or continuations of Base Rate Loans, or three nor Business Days' notice in the case of conversions to or continuations of LIBO Rate Loans, and in either case not more than five Business Days’ notice (a) to convert ' notice, that all, or any portion in an aggregate minimum amount of $5,000,000 and an integral multiple of $1,000,000 be, in the case of Base Rate Loan Loans, converted into one or more LIBO Rate Loans or (b) before be, in the last day case of the then current Interest Period with respect thereto, to continue any LIBO Rate Loan Loans, converted into Base Rate Loans or continued as a LIBO Rate Loan; provided that Loans (i) any portion of any Loan which is continued or converted hereunder shall be in a minimum amount of $1,000,000 and in an integral multiple amount of $1,000,000 and (ii) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), Notice with respect to any LIBO Rate Loan at least three Business Days (but not more than five Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided further provided, however, that (Ax) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loans, and (By) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Event of Default has occurred and is continuingcontinuing unless the Agents otherwise agree.

Continuation and Conversion Elections. By delivering a ------------------------------------- Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m. 11:00 a.m., New York time, on a Business Day, the Borrower may from time to time irrevocably elect elect, on not less than one (in the case of continuations of or conversions into Base Rate Loans) and not less than three (in the case of continuations of or conversions into LIBO Rate Loans) nor more than five (in all cases) Business Days’ ' notice that all, or any portion in an aggregate minimum amount of $500,000 and an integral multiple of $100,000 (ain the case of LIBO Rate Loans) to convert or in an aggregate minimum amount of $100,000 and an integral multiple of $100,000 (in the case of Base Rate Loans), of any Loans, in the case of Base Rate Loans, be converted into LIBO Rate Loans or, in the case of LIBO Rate Loans, be converted into a Base Rate Loan into one or more LIBO Rate Loans or (b) before the last day of the then current Interest Period with respect thereto, to continue any LIBO Rate Loan continued as a LIBO Rate Loan; provided that Loan (i) any portion of any Loan which is continued or converted hereunder shall be in a minimum amount of $1,000,000 and in an integral multiple amount of $1,000,000 and (ii) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), Notice with respect to any LIBO Rate Loan at least three Business Days before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided further provided, however, that -------- ------- (Ax) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such LoansLenders, and (By) no the Borrower shall not have the right to request that any portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Event of Default has occurred and is continuing.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m. on a Business Day, the Borrower Borrowers may from time to time irrevocably elect elect, on not less than three nor Business Day’s notice in the case of Base Rate Loans, or three Business Days’ notice in the case of LIBO Rate Loans, and in either case not more than five Business Days’ notice (a) to convert any Base Rate Loan into one notice, that all, or more LIBO Rate Loans or (b) before the last day of the then current Interest Period with respect thereto, to continue any LIBO Rate Loan as a LIBO Rate Loan; provided that (i) any portion of any Loan which is continued or converted hereunder shall be in a an aggregate minimum amount of $1,000,000 and in an integral multiple amount of $1,000,000 and 500,000 be, in the case of Base Rate Loans, converted into LIBO Rate Loans or be, in the case of LIBO Rate Loans, converted into Base Rate Loans or continued as LIBO Rate Loans (ii) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), Notice with respect to any LIBO Rate Loan at least three Business Days (but not more than five Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided further that that, (Ax) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loans, and (By) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Event of Default has occurred and is continuing.

Continuation and Conversion Elections. By delivering a Continuation/Continuation/ Conversion Notice to the Administrative Agent on or before 10:00 11:00 a.m. (New York time) on a Business Day, a Borrower (or the Administrative Borrower on such Borrower’s behalf) may from time to time irrevocably elect elect, on not less than one Business Day’s notice in the case of conversions to or continuations of Base Rate Loans, or three nor more than five (3) Business Days’ notice in the case of conversions to or continuations of LIBO Rate Loans, and in either case not more than five (a5) to convert Business Days’ notice, that all, or any portion in an aggregate minimum amount of $5,000,000 and an integral multiple of $1,000,000 be, in the case of Base Rate Loan Loans, converted into one or more LIBO Rate Loans or (b) before be, in the last day case of the then current Interest Period with respect thereto, to continue any LIBO Rate Loan Loans, converted into Base Rate Loans or continued as a LIBO Rate Loan; provided that Loans (i) any portion of any Loan which is continued or converted hereunder shall be in a minimum amount of $1,000,000 and in an integral multiple amount of $1,000,000 and (ii) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), Notice with respect to any LIBO Rate Loan at least three (3) Business Days (but not more than five (5) Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided further provided, however, that (Ax) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loans, and (By) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Event of Default has occurred and is continuingcontinuing unless Agent otherwise agrees.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m. a.m., New York time, on a Business Day, the Borrower may from time to time irrevocably elect elect, on not less than one Business Day's notice in the case of Base Rate Loans, or three nor Business Days' notice in the case of LIBO Rate Loans, and in either case not more than five Business Days’ notice (a) to convert ' notice, that all, or any portion in an aggregate minimum amount of $2,000,000 and an integral multiple of $500,000 be, in the case of Base Rate Loan Loans, converted into one or more LIBO Rate Loans or (b) before be, in the last day case of the then current Interest Period with respect thereto, to continue any LIBO Rate Loan Loans, converted into Base Rate Loans or continued as a LIBO Rate Loan; provided that Loans (i) any portion of any Loan which is continued or converted hereunder shall be in a minimum amount of $1,000,000 and in an integral multiple amount of $1,000,000 and (ii) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), Notice with respect to any LIBO Rate Loan at least three Business Days (but not more than five Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided further provided, however, that (Ax) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loans, and (By) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Event of Default has occurred and is continuing.

Continuation and Conversion Elections. By delivering a Continuation/Continuation/ Conversion Notice to the Administrative Agent on or before 10:00 a.m. 12:00 noon, New York time, on a Business Day, the Borrower WWI may from time to time irrevocably elect elect, on not less than three nor more than five Business Days’ notice one (a) in the case of a conversion of LIBO Rate Loans to convert any Base Rate Loan into one or more Loans) and three (in the case of a continuation of LIBO Rate Loans or a conversion of Base Rate Loans into LIBO Rate Loans) nor more than (bin each case) before five Business Days' notice that all, or any portion in an aggregate minimum amount of $2,000,000 and an integral multiple of $500,000, in the last day case of the then current Interest Period with respect theretocontinuation of, to continue any or conversion into, LIBO Rate Loans, or an aggregate minimum amount of $500,000 and an integral multiple thereof, in the case of the conversion into Base Rate Loans (other than Swing Line Loans as provided in CLAUSE (A) of SECTION 2.3.2) be, in the case of Base Rate Loans, converted into LIBO Rate Loans or, in the case of LIBO Rate Loans, be converted into a Base Rate Loan or continued as a LIBO Rate Loan; provided that Loan (i) any portion of any Loan which is continued or converted hereunder shall be in a minimum amount of $1,000,000 and in an integral multiple amount of $1,000,000 and (ii) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), Notice with respect to any LIBO Rate Loan at least three Business Days before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided further PROVIDED, HOWEVER, that (Ax) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loansthe relevant Lenders, and (By) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Event of Default has occurred and is continuing.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m. 12:00 noon on a Business Day, the Borrower may from time to time irrevocably elect elect, on not less than one (1) Business Day’s notice in the case of conversion to or continuation of Base Rate Loans, or three nor more than five (3) Business Days’ notice (a) prior to convert any Base Rate Loan into one or more LIBO Rate Loans or (b) before the last day of an Interest Period, in the then current Interest Period with respect thereto, case of conversion to continue any or continuation of LIBO Rate Loan as a LIBO Rate Loan; provided Loans, and in either case, not more than ten (10) Business Days’ notice, that (i) all, or any portion of any Loan which is continued or converted hereunder shall be in a an aggregate minimum amount of $1,000,000 and in an integral multiple amount of $1,000,000 and 500,000 be, in the case of Base Rate Loans, converted into LIBO Rate Loans or be, in the case of LIBO Rate Loans, converted into Base Rate Loans or continued as LIBO Rate Loans (ii) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), Notice with respect to any LIBO Rate Loan at least three (3) Business Days (but not more than five (5) Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided further provided, however, that (Aa) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loans, and (Bb) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when the Administrative Agent has notified the Borrower in writing that any Event of Default has occurred and is continuing.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m. 1:00 p.m., New York time, on a Business Day, the a Borrower may from time to time irrevocably elect elect, on not less than one (1) Business Day’s notice in the case of Base Rate Loans, or three nor more than five (3) Business Days’ notice (a) to convert any Base Rate Loan into one or more in the case of LIBO Rate Loans Loans, and in either case not more than five (5) Business Days’ notice, that all, or (b) before the last day of the then current Interest Period with respect thereto, to continue any LIBO Rate Loan as a LIBO Rate Loan; provided that (i) any portion of any Loan which is continued or converted hereunder shall be in a an aggregate minimum amount of $1,000,000 and in an integral multiple amount of $1,000,000 and 250,000 be, in the case of Base Rate Loans, converted into LIBO Rate Loans, or in the case of LIBO Rate Loans, converted into Base Rate Loans or continued as LIBO Rate Loans (ii) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), Notice with respect to any LIBO Rate Loan at least three (3) Business Days (but not more than five (5) Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided further that that, (Ai) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loans, and (Bii) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Event of Default has occurred and is continuing. Each such irrevocable request may be made by telephone confirmed promptly by facsimile to the Administrative Agent of the applicable Continuation/Conversion Notice. The conversion of a Base Rate Loan into a LIBO Rate Loan or a LIBO Rate Loan into a Base Rate Loan shall not effect a novation of the Loan so converted.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m. 12:00 noon, New York time, on a Business Day, the Borrower WWI may from time to time irrevocably elect elect, on not less than three nor more than five Business Days’ notice one (a) in the case of a conversion of LIBO Rate Loans to convert any Base Rate Loan into one or more Loans) and three (in the case of a continuation of LIBO Rate Loans or a conversion of Base Rate Loans into LIBO Rate Loans) nor more than (bin each case) before five Business Days' notice that all, or any portion in an aggregate minimum amount of $2,000,000 and an integral multiple of $500,000, in the last day case of the then current Interest Period with respect theretocontinuation of, to continue any or conversion into, LIBO Rate Loans, or an aggregate minimum amount of $500,000 and an integral multiple thereof, in the case of the conversion into Base Rate Loans (other than Swing Line Loans as provided in clause (a) of Section 2.3.2) be, in the case of Base Rate Loans, converted into LIBO Rate Loans or, in the case of LIBO Rate Loans, be converted into a Base Rate Loan or continued as a LIBO Rate Loan; provided that Loan (i) any portion of any Loan which is continued or converted hereunder shall be in a minimum amount of $1,000,000 and in an integral multiple amount of $1,000,000 and (ii) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), Notice with respect to any LIBO Rate Loan at least three Business Days before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided further provided, however, that (Ax) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loansthe relevant Lenders, and (By) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Event of Default has occurred and is continuing.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m. 12:00 p.m. on a Business Day, the Borrower Borrowers may from time to time irrevocably elect elect, on not less than one Business Day’s notice in the case of Base Rate Loans, or three nor Business Days’ notice in the case of LIBO Rate Loans, and in either case not more than five Business Days’ notice (a) to convert any Base Rate Loan into one notice, that all, or more LIBO Rate Loans or (b) before the last day of the then current Interest Period with respect thereto, to continue any LIBO Rate Loan as a LIBO Rate Loan; provided that (i) any portion of any Loan which is continued or converted hereunder shall be in a an aggregate minimum amount of $1,000,000 and in an integral multiple amount of $1,000,000 and be, in the case of Base Rate Loans, converted into LIBO Rate Loans or be, in the case of LIBO Rate Loans, converted into Base Rate Loans or continued as LIBO Rate Loans (ii) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), Notice with respect to any LIBO Rate Loan at least three Business Days (but not more than five Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided further that (Ax) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loans, and (By) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Event of Default has occurred and is continuing.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m. 12:00 p.m. on a Business Day, the Borrower Borrowers may from time to time irrevocably elect elect, on not less than one Business Day's notice in the case of Base Rate Loans, or three nor Business Days' notice in the case of LIBO Rate Loans, and in either case not more than five Business Days’ notice (a) to convert any Base Rate Loan into one ' notice, that all, or more LIBO Rate Loans or (b) before the last day of the then current Interest Period with respect thereto, to continue any LIBO Rate Loan as a LIBO Rate Loan; provided that (i) any portion of any Loan which is continued or converted hereunder shall be in a an aggregate minimum amount of $1,000,000 and in an integral multiple amount of $1,000,000 and be, in the case of Base Rate Loans, converted into LIBO Rate Loans or be, in the case of LIBO Rate Loans, converted into Base Rate Loans or continued as LIBO Rate Loans (ii) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), Notice with respect to any LIBO Rate Loan at least three Business Days (but not more than five Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided further that (Ax) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loans, and (By) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Event of Default has occurred and is continuing.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m. 12:00 noon, New York City time, on a Business Day, the Borrower may from time to time irrevocably elect elect, on not less than one Business Day's notice (in the case of a conversion of LIBO Rate Loans to Base Rate Loans) or three Business Days' notice (in the case of a continuation of LIBO Rate Loans or a conversion of Base Rate Loans into LIBO Rate Loans) nor more than five Business Days’ ' notice (in the case of any Loans) that all, or any portion (a) to convert in a minimum amount of $1,000,000 or any larger integral multiple of $500,000, be, in the case of Base Rate Loan Loans, converted into one or more LIBO Rate Loans or, in the case of LIBO Rate Loans, continued as LIBO Rate Loans or (b) before the last day of the then current Interest Period with respect thereto, to continue any LIBO Rate Loan as a LIBO Rate Loan; provided that (i) any portion of any Loan which is continued or converted hereunder shall be in a minimum amount of $1,000,000 and in an 500,000 or any larger integral multiple amount of $1,000,000 and 100,000, be, in the case of LIBO Rate Loans, converted into Base Rate Loans (ii) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), Notice with respect to any LIBO Rate Loan at least three Business Days before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided further PROVIDED, HOWEVER, -40- that (Ax) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loansthe relevant Lenders, and (By) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Default or Event of Default has occurred and is continuing.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m. 12:00 noon, New York time, on a Business Day, the Borrower may from time to time irrevocably elect elect, on not less than three nor more than five Business Days’ notice one (a) in the case of a conversion of LIBO Rate Loans to convert any Base Rate Loan into one or more Loans) and three (in the case of a continuation of LIBO Rate Loans or a conversion of Base Rate Loans into LIBO Rate Loans) nor more than (bin each case) before five Business Days' notice that all, or any portion in an aggregate minimum amount of $5,000,000 and an integral multiple of $1,000,000, in the last day case of the then current Interest Period with respect theretocontinuation of, to continue any or conversion into, LIBO Rate Loan as a LIBO Rate Loan; provided that (i) any portion of any Loan which is continued Loans, or converted hereunder shall be in a an aggregate minimum amount of $1,000,000 and in an integral multiple amount thereof, in the case of $1,000,000 and the conversion into Base Rate Loans, (iiother than Swing Line Loans as provided in CLAUSE (a) of SECTION 2.3.2) be, in the case of Base Rate Loans, converted into LIBO Rate Loans or, in the case of LIBO Rate Loans, be converted into a Base Rate Loan or continued as a LIBO Rate Loan (in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), Notice with respect to any LIBO Rate Loan at least three Business Days before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided further PROVIDED, HOWEVER, that (Ax) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loansthe relevant Lenders, and (By) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Event of Default has occurred and is continuing.

Continuation and Conversion Elections. By delivering a ------------------------------------- Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m. a.m., Chicago time, on a Business Day, the Borrower may from time to time irrevocably elect elect,(i) on not less than three nor more than five Business Days’ notice (a) to convert any Base Rate Loan into one or more LIBO Rate Loans or (b) before the last day of the then current Interest Period ' notice, in connection with respect thereto, to continue any LIBO Rate Loan or (ii) on not less than three or more than five Business Days' notice, in connection with any Base Rate Loan, that all, or any portion in an aggregate minimum amount of $500,000 and an integral multiple of $500,000, of any Loans be, in the case of Base Rate Loans, converted into LIBO Rate Loans or, in the case of LIBO Rate Loans, be converted into a Base Rate Loan or continued as a LIBO Rate Loan; provided that Loan (i) any portion of any Loan which is continued or converted hereunder shall be in a minimum amount of $1,000,000 and in an integral multiple amount of $1,000,000 and (ii) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Continuation/ Conversion Notice), Notice with respect to any LIBO Rate Loan at least three Business Days before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided further provided, however, that (Ai) each such conversion ----------------- or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such LoansLenders, and (Bii) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Event of Default has occurred and is continuing.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m. 12:00 noon on a Business Day, the Borrower may from time to time irrevocably elect elect, on not less than one Business Day’s notice in the case of Base Rate Loans, or three nor more than five Business Days’ notice (a) to convert any Base Rate Loan into one or more in the case of LIBO Rate Loans Loans, and in either case not more than ten Business Days’ notice, that all, or (b) before the last day of the then current Interest Period with respect thereto, to continue any LIBO Rate Loan as a LIBO Rate Loan; provided that (i) any portion of any Loan which is continued or converted hereunder shall be in a an aggregate minimum amount of $1,000,000 and in an integral multiple amount of $1,000,000 and 500,000 be, in the case of Base Rate Loans, converted into LIBO Rate Loans or be, in the case of LIBO Rate Loans, converted into Base Rate Loans or continued as LIBO Rate Loans (ii) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), Notice with respect to any LIBO Rate Loan at least three Business Days (but not more than ten Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided further however, that (Aa) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loans, and (Bb) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Event of Default has occurred and is continuing. Each such irrevocable election shall be made by telephone confirmed promptly by hand delivery or facsimile to the Administrative Agent of the applicable Continuation/Conversion Notice.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice (signed by all of the Borrowers) to the Administrative Agent on or before 10:00 a.m. a.m., New York time, on a Business Day, the Borrower Borrowers may from time to time irrevocably elect elect, on not less than three (3) nor more than five (5) Business Days’ notice (a) ' notice, that all or any portion of any Loans to convert any Borrower be, in the case of Base Rate Loans, converted into LIBO Rate Loans in an aggregate minimum amount of $500,000 and an integral multiple of $500,000, or, in the case of LIBO Rate Loans, be converted into a Base Rate Loan into one or more LIBO Rate Loans or (b) before the last day of the then current Interest Period with respect thereto, to continue any a LIBO Rate Loan with a different Interest Period, or continued as a LIBO Rate Loan; provided that (i) any portion of any Loan which is continued or converted hereunder shall be with the same Interest Period, in a an aggregate minimum amount of $1,000,000 500,000 and in an integral multiple amount of $1,000,000 and 500,000 (ii) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), Notice with respect to any LIBO Rate Loan at least three (3) Business Days before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided further provided, however, that (Aa) each such conversion or continuation shall be pro rated prorated among the applicable outstanding Loans of all Lenders that have made such Loans, Lenders; and (Bb) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Event of Default has occurred and is continuing.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m. 12:00 noon, Hartford, Connecticut time, on a Business Day, the Borrower may from time to time irrevocably elect elect, on not less than three nor more than five Business Days’ notice (a) to convert ' notice, that all, or any portion in an aggregate minimum amount of $500,000 and an integral multiple of $100,000, of any Loans be, in the case of Base Rate Loan Loans, converted into one or more LIBO Rate Loans or (b) before in the last day case of the then current Interest Period with respect thereto, to continue any LIBO Rate Loans, be converted into a Base Rate Loan or continued as a LIBO Rate Loan; provided that Loan (i) any portion of any Loan which is continued or converted hereunder shall be in a minimum amount of $1,000,000 and in an integral multiple amount of $1,000,000 and (ii) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), Notice with respect to any LIBO Rate Loan at least three Business Days before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to into a Base Rate Loan); provided further provided, however, that (Ax) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such LoansLenders, and (By) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Event of Default has occurred and is continuing. Upon receipt of a Continuation/Conversion Notice, the Agent shall promptly notify the other Lenders on the same day of the continuation or conversion requested thereby. Notwithstanding the foregoing, in the case of the conversion of a LIBO Rate Loan into a Base Rate Loan, the Borrower may make such election on not less than one nor more than five Business Days' notice.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m. 1:00 p.m., New York time, on a Business Day, the Borrower may from time to time irrevocably elect elect, on not less than three nor more than five Business Days’ notice one (a) in the case of a conversion of LIBO Rate Loans to convert any Base Rate Loan into one or more Loans) and three (in the case of a continuation of LIBO Rate Loans or a conversion of Base Rate Loans into LIBO Rate Loans) nor more than (bin each case) before five Business Days' notice that all, or any portion in an aggregate minimum amount of $5,000,000 and an integral multiple of $1,000,000, in the last day case of the then current Interest Period with respect theretocontinuation of, to continue any or conversion into, LIBO Rate Loan as a LIBO Rate Loan; provided that (i) any portion of any Loan which is continued Loans, or converted hereunder shall be in a an aggregate minimum amount of $1,000,000 and in an integral multiple amount thereof, in the case of $1,000,000 and the conversion into Base Rate Loans, (iiother than Swing Line Loans as provided in CLAUSE (a) of SECTION 2.3.2) be, in the case of Base Rate Loans, converted into LIBO Rate Loans or, in the case of LIBO Rate Loans, be converted into a Base Rate Loan or continued as a LIBO Rate Loan (in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), Notice with respect to any LIBO Rate Loan at least three Business Days before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided further PROVIDED, HOWEVER, that (Ax) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loansthe relevant Lenders, and (By) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Event of Default has occurred and is continuing.

Continuation and Conversion Elections. By delivering a Continuation/US Continuation/ Conversion Notice to the Administrative US Agent on or before 10:00 a.m. 1:00 p.m. (Local Time) on a Business Day, the US Borrower may from time to time irrevocably elect elect, on not less than one Business Day's notice in the case of US Base Rate Loans, or three nor Business Days' notice in the case of US LIBO Rate Loans, and in either case not more than five Business Days’ notice (a) to convert any Base Rate Loan into one ' notice, that all, or more LIBO Rate Loans or (b) before the last day of the then current Interest Period with respect thereto, to continue any LIBO Rate Loan as a LIBO Rate Loan; provided that (i) any portion of any Loan which is continued or converted hereunder shall be in a an aggregate minimum amount of $1,000,000 and in an integral multiple of $100,000, in the case of US LIBO Rate Loans, or an aggregate minimum amount of $1,000,000 and an integral multiple of $100,000, in the case of US Base Rate Loans, be, in the case of US Base Rate Loans, converted into US LIBO Rate Loans or be, in the case of US LIBO Rate Loans, converted into US Base Rate Loans or continued as US LIBO Rate Loans (ii) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a US Continuation/Conversion Notice), Notice with respect to any US LIBO Rate Loan at least three Business Days (but not more than five Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a US Base Rate Loan); provided further provided, however, that (Ax) each such conversion or continuation shall be pro rated among the applicable outstanding US Loans of all US Lenders that have made such US Loans, and (By) no portion of the outstanding principal amount of any US Loans may be continued as, or be converted into, US LIBO Rate Loans when any Event of Default has occurred and is continuing.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m. a.m., Applicable Time, on a Business Day, the either Borrower may from time to time irrevocably elect elect, on not less than three nor more than five Business Days’ ' notice (a) that all, or any portion of any Loans made to convert any it be, in the case of Base Rate Loans, converted into LIBO Rate Loans or, in the case of a LIBO Rate Loan, converted into a Base Rate Loan into one or more LIBO Rate Loans or (b) before the last day of the then current Interest Period with respect thereto, to continue any LIBO Rate Loan continued as a LIBO Rate Loan; provided that Loan (i) any portion of any Loan which is continued or converted hereunder shall be in a minimum amount of $1,000,000 and in an integral multiple amount of $1,000,000 and (ii) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), Notice with respect to any LIBO Rate Loan at least three Business Days before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base LIBO Rate LoanLoan pursuant to the provisions of clause (b) of Section 2.3, unless such Loan is otherwise required to be paid pursuant to the terms of this Agreement (including the first sentence of Section 3.1)); provided further provided, however, that (A) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loans, and (Bi) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Event of Default has occurred and is continuingcontinuing and (ii) the maximum length of any Interest Period or combination of Interest Periods for any particular Loan shall not exceed four months.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Paying Agent on or before 10:00 a.m. 12:00 noon, New York time, on a Business Day, the any Borrower may from time to time irrevocably elect elect, on not less than three nor more than five Business Days’ notice one (a) in the case of a conversion of LIBO Rate Loans to convert any Base Rate Loan into one or more Loans) and three (in the case of a continuation of LIBO Rate Loans or a conversion of Base Rate Loans into LIBO Rate Loans) nor more than (bin each case) before five Business Days' notice that all, or any portion in an aggregate minimum amount of $5,000,000 and an integral multiple of $1,000,000, in the last day case of the then current Interest Period with respect theretocontinuation of, to continue any or conversion into, LIBO Rate Loan as a LIBO Rate Loan; provided that (i) any portion of any Loan which is continued Loans, or converted hereunder shall be in a an aggregate minimum amount of $1,000,000 and in an integral multiple amount of $1,000,000 and 500,000 in the case of the conversion into Base Rate Loans, (iiother than Swing Line Loans as provided in clause (a) of Section 2.3.2) be, in the case of Base Rate Loans, converted into LIBO Rate Loans or, in the case of LIBO Rate Loans, be converted into a Base Rate Loan or continued as a LIBO Rate Loan (in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), Notice with respect to any LIBO Rate Loan at least three Business Days before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided further provided, however, that (Ax) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loansthe relevant Lenders, and (By) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Event of Default has occurred and is continuing.

Continuation and Conversion Elections. By delivering a Continuation/Continuation/ Conversion Notice to the Administrative Agent on or before 10:00 a.m. 12:00 noon, New York time, on a Business Day, the Borrower may from time to time irrevocably elect elect, on not less than one Business Days' notice in the case of Base Rate Loans, or three nor Business Days' notice in the case of LIBO Rate Loans, and in either case not more than five Business Days’ notice (a) to convert any Base Rate Loan into one ' notice, that all, or more LIBO Rate Loans or (b) before the last day of the then current Interest Period with respect thereto, to continue any LIBO Rate Loan as a LIBO Rate Loan; provided that (i) any portion of any Loan which is continued or converted hereunder shall be in a an aggregate minimum amount of $1,000,000 and in an integral multiple amount of $1,000,000 and be, in the case of Base Rate Loans, converted into LIBO Rate Loans or be, in the case of LIBO Rate Loans, converted into Base Rate Loans or continued as LIBO Rate Loans (ii) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), Notice with respect to any LIBO Rate Loan at least three Business Days (but not more than five Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided further provided, however, that (Ax) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loans, and (By) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Event of Default has occurred and is continuing.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m. 12:00 noon, New York City time, on a Business Day, the Borrower may from time to time irrevocably elect elect, on not less than one Business Day's notice (in the case of a conversion of LIBO Rate Loans to Base Rate Loans) or three Business Days' notice (in the case of a continuation of LIBO Rate Loans or a conversion of Base Rate Loans into LIBO Rate Loans) nor more than five Business Days’ ' notice (in the case of any Loans) that all, or any portion (a) to convert in a minimum amount of $1,000,000 -35- or any larger integral multiple of $500,000, be, in the case of Base Rate Loan Loans, converted into one or more LIBO Rate Loans or, in the case of LIBO Rate Loans, continued as LIBO Rate Loans or (b) before the last day of the then current Interest Period with respect thereto, to continue any LIBO Rate Loan as a LIBO Rate Loan; provided that (i) any portion of any Loan which is continued or converted hereunder shall be in a minimum amount of $1,000,000 and in an 500,000 or any larger integral multiple amount of $1,000,000 and 100,000, be, in the case of LIBO Rate Loans, converted into Base Rate Loans (ii) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), Notice with respect to any LIBO Rate Loan at least three Business Days before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided further provided, however, that (Ax) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loansthe relevant Lenders, and (By) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Default or Event of Default has occurred and is continuing.

Continuation and Conversion Elections. By delivering a Continuation/Continuation/ Conversion Notice to the Administrative Agent on or before 10:00 a.m. (New York City time) on a Business Day, the Borrower may from time to time irrevocably elect elect, on not less than one Business Day's notice in the case of Base Rate Loans, or three nor Business Days' notice in the case of LIBO Rate Loans, and in either case not more than five Business Days’ notice (a) to convert any Base Rate Loan into one ' notice, that all, or more LIBO Rate Loans or (b) before the last day of the then current Interest Period with respect thereto, to continue any LIBO Rate Loan as a LIBO Rate Loan; provided that (i) any portion of any Loan which is continued or converted hereunder shall be in a an aggregate minimum amount of $1,000,000 and in an integral multiple amount of $1,000,000 and 500,000 be, in the case of Base Rate Loans, converted into LIBO Rate Loans or be, in the case of LIBO Rate Loans, converted into Base Rate Loans or continued as LIBO Rate Loans (ii) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), Notice with respect to any LIBO Rate Loan at least three Business Days (but not more than five Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided further that that, (Ax) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loans, and (By) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Event of Default has occurred and is continuing.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m. on a Business Day, the Borrower may from time to time irrevocably elect elect: (a) on not less than three nor more than five Business Days’ notice notice, (ai) to convert any Base Rate Loan into one or more LIBO Rate Loans denominated in Dollars or (bii) before the last day of the then current Interest Period with respect thereto, to continue any LIBO Rate Loan denominated in Dollars as a LIBO Rate LoanLoan so denominated; and (b) on not less than five nor more than ten Business Days’ notice before the last day of the then current Interest Period with respect thereto, to convert or continue any LIBO Rate Loan denominated in Euros as a LIBO Rate Loan denominated in Euros. provided that (i) any portion of any Loan which is continued or converted hereunder shall be in a minimum amount of $1,000,000 and in an integral multiple amount of $1,000,000 and (ii) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), with respect to any LIBO Rate Loan denominated in Dollars at least three Business Days (or, with respect to any LIBO Rate Loan denominated in Euros, at least five Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan; provided further that (A) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loans, and (B) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Event of Default has occurred and is continuing.

Continuation and Conversion Elections. By delivering a Continuation/Continuation/ Conversion Notice to the Administrative Agent on or before 10:00 11:00 a.m. (New York time) on a Business Day, the Borrower may from time to time irrevocably elect elect, on not less than one Business Day's notice in the case of Base Rate Loans, or three nor Business Days' notice in the case of LIBO Rate Loans, and in either case not more than five Business Days’ notice (a) to convert ' notice, that all, or any portion in an aggregate minimum amount of $5,000,000 and an integral multiple of $1,000,000 be, in the case of Base Rate Loan Loans, converted into one or more LIBO Rate Loans or (b) before be, in the last day case of the then current Interest Period with respect thereto, to continue any LIBO Rate Loan Loans, converted into Base Rate Loans or continued as a LIBO Rate Loan; provided that Loans (i) any portion of any Loan which is continued or converted hereunder shall be in a minimum amount of $1,000,000 and in an integral multiple amount of $1,000,000 and (ii) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), Notice with respect to any LIBO Rate Loan at least three Business Days (but not more than five Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided further provided, however, that (Ax) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loans, and (By) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Event of Default has occurred and is continuingcontinuing unless the Agents otherwise agree.

Continuation and Conversion Elections. By delivering a Continuation/Continuation/ Conversion Notice to the Administrative Agent on or before 10:00 a.m. on a Business Day, the each Borrower may from time to time irrevocably elect elect, on not less than one Business Day's notice in the case of Base Rate Loans, or three nor Business Days' notice in the case of LIBO Rate Loans, and in either case not more than five Business Days’ notice (a) to convert ' notice, that all, or any portion in an aggregate minimum amount of $2,000,000 and an integral multiple of $1,000,000 be, in the case of Base Rate Loan Loans, converted into one or more LIBO Rate Loans or (b) before be, in the last day case of the then current Interest Period with respect thereto, to continue any LIBO Rate Loan Loans, converted into Base Rate Loans or continued as a LIBO Rate Loan; provided that (i) any portion of any Loan which is continued or converted hereunder shall be in a minimum amount of $1,000,000 and in an integral multiple amount of $1,000,000 and (ii) Loans in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), Notice with respect to any LIBO Rate Loan at least three Business Days (but not more than five Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided further provided, however, that (Ax) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loans, and (By) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Event of Default has occurred and is continuing.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m. a.m., Central time, on a Business Day, the Borrower may from time to time irrevocably elect elect,(i) on not less than three nor more than five Business Days’ notice (a) to convert any Base Rate Loan into one or more LIBO Rate Loans or (b) before the last day of the then current Interest Period ' notice, in connection with respect thereto, to continue any LIBO Rate Loan or (ii) on not less than three or more than five Business Days' notice, in connection with any Base Rate Loan, that all, or any portion in an aggregate minimum amount of $500,000 and an integral multiple of $500,000, of any Loans be, in the case of Base Rate Loans, converted into LIBO Rate Loans or, in the case of LIBO Rate Loans, be converted into a Base Rate Loan or continued as a LIBO Rate Loan; provided that Loan (i) any portion of any Loan which is continued or converted hereunder shall be in a minimum amount of $1,000,000 and in an integral multiple amount of $1,000,000 and (ii) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Continuation/ Conversion Notice), Notice with respect to any LIBO Rate Loan at least three Business Days before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided further PROVIDED, HOWEVER, that (Ai) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such LoansLenders, and (Bii) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Event of Default has occurred and is continuing.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m. on a Business Day, the Borrower may from time to time irrevocably elect elect, on not less than one Business Day’s notice in the case of Base Rate Loans, or three nor Business Days’ notice in the case of LIBO Rate Loans, and in either case not more than five Business Days’ notice (a) to convert any Base Rate Loan into one notice, that all, or more LIBO Rate Loans or (b) before the last day of the then current Interest Period with respect thereto, to continue any LIBO Rate Loan as a LIBO Rate Loan; provided that (i) any portion of any Loan which is continued or converted hereunder shall be in a an aggregate minimum amount of $1,000,000 and in an integral multiple amount of $1,000,000 and 500,000 be, in the case of Base Rate Loans, converted into LIBO Rate Loans or be, in the case of LIBO Rate Loans, converted into Base Rate Loans or continued as LIBO Rate Loans (ii) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), with respect Notice relative to any LIBO Rate Loan at least three Business Days (but not more than five Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided further that provided, however that, (Ax) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loans, and (By) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Event of Default has occurred and is continuing.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m. a.m., New York time, on a Business Day, the Borrower may from time to time irrevocably elect elect, on not less than one Business Day’s notice in the case of Alternate Base Rate Loans and three nor Business Days’ notice in the case of LIBO Rate Loans, and in either case not more than five Business Days’ notice (a) to convert any Base Rate Loan into one notice, that all, or more LIBO Rate Loans or (b) before the last day of the then current Interest Period with respect thereto, to continue any LIBO Rate Loan as a LIBO Rate Loan; provided that (i) any portion of any Loan which is continued or converted hereunder shall be in a an aggregate minimum amount of $1,000,000 and in an integral multiple amount of $1,000,000 and 500,000 be, in the case of Alternate Base Rate Loans, converted into LIBO Rate Loans, or in the case of LIBO Rate Loans, converted into Alternate Base Rate Loans or continued as LIBO Rate Loans (ii) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), Notice with respect to any LIBO Rate Loan at least three Business Days (but not more than five Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a an Alternate Base Rate Loan); provided further that (Ax) each such conversion or continuation shall be pro pro-rated among the applicable outstanding Loans of all Lenders that have made such Loans, and (By) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Event of Default has occurred and is continuing. The conversion of an Alternate Base Rate Loan into a LIBO Rate Loan or a LIBO Rate Loan into an Alternate Base Rate Loan shall not effect a novation of the Loan so converted.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m. on a Business Day, the either Borrower may from time to time irrevocably elect elect, on not less than one Business Day's notice in the case of Base Rate Loans, or three nor Business Days' notice in the case of LIBO Rate Loans, and in either case not more than five Business Days’ notice (a) to convert ' notice, that all, or any portion in an aggregate minimum amount of $250,000 and an integral multiple of $100,000 be, in the case of Base Rate Loan Loans, converted into one or more LIBO Rate Loans or (b) before be, in the last day case of the then current Interest Period with respect thereto, to continue any LIBO Rate Loan Loans, converted into Base Rate Loans or continued as a LIBO Rate Loan; provided that Loans (i) any portion of any Loan which is continued or converted hereunder shall be in a minimum amount of $1,000,000 and in an integral multiple amount of $1,000,000 and (ii) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), Notice with respect to any LIBO Rate Loan at least three Business Days (but not more than five Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided further PROVIDED that (Ax) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loans, and (By) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Event of Default has occurred and is continuing.

Continuation and Conversion Elections. By delivering a Continuation/Continuation/ Conversion Notice to the Administrative Agent on or before 10:00 11:00 a.m. on a Business Day, the Borrower may from time to time irrevocably elect elect, (a) on not less than three nor more than five Business Days’ notice ' notice, that all, or any portion of (ai) to convert any Base Rate Loan Loans be converted into one or more LIBO Rate Loans or (ii) LIBO Rate Loans be continued as LIBO Rate Loans, in either case, in an aggregate minimum amount of $2,000,000 in the case of the conversion or continuation of a Revolving Loan, and $5,000,000 in the case of the conversion or continuation of a Term Loan, and, in any case, in an integral multiple of $1,000,000 in excess thereof, or (b) before the last day of the then current Interest Period with respect theretoon not less than one nor more than five Business Days' notice, to continue any LIBO Rate Loan as a LIBO Rate Loan; provided that (i) all, or any portion of any Loan which is continued or converted hereunder shall be LIBO Rate Loans, in a an aggregate minimum amount of $1,000,000 and in an integral multiple of $500,000, be converted into Base Rate Loans; provided, however, that (x) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loans, (y) no portion of the outstanding principal amount of $1,000,000 any Loans may be continued as, or be converted into, LIBO Rate Loans when any Default has occurred and is continuing, and (iiz) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), Notice with respect to any LIBO Rate Loan at least three Business Days (but not more than five Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan; provided further that (A) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loans, and (B) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Event of Default has occurred and is continuing.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m. on a Business Day, the each Borrower may from time to time irrevocably elect elect, on not less than one Business Day's notice in the case of Base Rate Loans, or three nor Business Days' notice in the case of LIBO Rate Loans, and in either case not more than five Business Days’ notice (a) to convert ' notice, that all, or any portion in an aggregate minimum amount of $2,000,000 and an integral multiple of $1,000,000 be, in the case of Base Rate Loan Loans, converted into one or more LIBO Rate Loans or (b) before be, in the last day case of the then current Interest Period with respect thereto, to continue any LIBO Rate Loan Loans, converted into Base Rate Loans or continued as a LIBO Rate Loan; provided that Loans (i) any portion of any Loan which is continued or converted hereunder shall be in a minimum amount of $1,000,000 and in an integral multiple amount of $1,000,000 and (ii) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), Notice with respect to any LIBO Rate Loan at least three Business Days (but not more than five Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided further PROVIDED, HOWEVER, that (Ax) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loans, and (By) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Event of Default has occurred and is continuing.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m. 12:00 noon, New York City time, on a Business Day, the Borrower Company may from time to time irrevocably elect elect, on not less than one Business Day's notice (in the case of a conversion of LIBO Rate Loans to Base Rate Loans) or three Business Days' notice (in the case of a continuation of LIBO Rate Loans or a conversion of Base Rate Loans into LIBO Rate Loans) nor more than five Business Days’ ' notice (ain the case of any Loans) to convert any Base Rate Loan into one that all, or more LIBO Rate Loans or (b) before the last day of the then current Interest Period with respect thereto, to continue any LIBO Rate Loan as a LIBO Rate Loan; provided that (i) any portion of any Loan which is continued or converted hereunder shall be in a minimum amount of $1,000,000 and in 500,000 or an integral multiple amount of $1,000,000 and 100,000, of any Loans be, in the case of Base Rate Loans, converted into LIBO Rate Loans or, in the case of LIBO Rate Loans, be converted into Base Rate Loans or continued as LIBO Rate Loans (ii) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), Notice with respect to any LIBO Rate Loan at least three Business Days (but not more than five Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to be continued as a Base LIBO Rate LoanLoan having a one month Interest Period); provided further provided, however, that (Aa) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Current Assets Lenders that have made such Loansor Fixed Assets Lenders, as applicable, and (Bb) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Event of Default has occurred and is continuing.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m. 12:00 noon, New York time, on a Business Day, the Borrower may from time to time irrevocably elect elect, on not less than three nor more than five Business Days’ notice one (a) in the case of a conversion of LIBO Rate Loans to convert any Base Rate Loan into one or more Loans) and three (in the case of a continuation of LIBO Rate Loans or a conversion of Base Rate Loans into LIBO Rate Loans) nor more than (bin each case) before five Business Days' notice that all, or any portion in an aggregate minimum amount of $500,000 and an integral multiple thereof, in the last day case of the then current Interest Period with respect theretocontinuation of, to continue any or conversion into, LIBO Rate Loans, or an aggregate minimum amount of $500,000 and an integral multiple of $125,000 in the case of the conversion into Base Rate Loans, (other than Swing Line Loans as provided in CLAUSE (a) OF SECTION 2.3.2) be, in the case of Base Rate Loans, converted into LIBO Rate Loans or, in the case of LIBO Rate Loans, be converted into a Base Rate Loan or continued as a LIBO Rate Loan; provided that Loan (i) any portion of any Loan which is continued or converted hereunder shall be in a minimum amount of $1,000,000 and in an integral multiple amount of $1,000,000 and (ii) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), Notice with respect to any LIBO Rate Loan at least three Business Days before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided further PROVIDED, HOWEVER, that (Ax) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loansthe relevant Lenders, and (By) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Event of Default has occurred and is continuing.

Continuation and Conversion Elections. By delivering a Continuation/Continuation/ Conversion Notice to the Administrative Agent on or before 10:00 a.m. on a Business Day, the Borrower may from time to time irrevocably elect elect, on not less than one Business Day's notice in the case of Base Rate Loans, or three nor Business Days' notice in the case of LIBO Rate Loans, and in either case not more than five Business Days’ notice (a) to convert ' notice, that all, or any portion in an aggregate minimum amount of $5,000,000 and an integral multiple of $1,000,000 be, in the case of Base Rate Loan Loans, converted into one or more LIBO Rate Loans or (b) before be, in the last day case of the then current Interest Period with respect thereto, to continue any LIBO Rate Loan Loans, converted into Base Rate Loans or continued as a LIBO Rate Loan; provided that Loans (i) any portion of any Loan which is continued or converted hereunder shall be in a minimum amount of $1,000,000 and in an integral multiple amount of $1,000,000 and (ii) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), Notice with respect to any LIBO Rate Loan at least three Business Days (but not more than five Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided further PROVIDED, HOWEVER, that (Ax) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loans, and (By) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Event of Default has occurred and is continuing.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m. 11:00 a.m., Local Time on a Business Day, the a Borrower may from time to time irrevocably elect elect, on not less than one Business Day’s notice (in the case of a conversion of LIBO Rate Loans into Base Rate Loans) or three Business Days’ notice (in the case of a continuation of LIBO Rate Loans or a conversion of Base Rate Loans into LIBO Rate Loans) nor more than five Business Days’ notice (ain the case of any Loans) to convert any Base Rate Loan into one that all, or more LIBO Rate Loans or (b) before the last day of the then current Interest Period with respect thereto, to continue any LIBO Rate Loan as a LIBO Rate Loan; provided that (i) any portion of any Loan which is continued or converted hereunder shall be in a minimum amount of $1,000,000 and in an 500,000 or any larger integral multiple amount of $1,000,000 100,000 of, Base Rate Loans be converted into LIBO Rate Loans or LIBO Rate Loans be continued as LIBO Rate Loans or, in the case of Term Loans and (ii) U.S. Revolving Loans only, converted to Base Rate Loans; provided, however, that, in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), Notice with respect to any Loan that is a LIBO Rate Loan at least three Business Days before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, shall automatically convert to a Base Rate Loan, on such last day; provided further provided, further, however, that (Ax) each such conversion or continuation of a portion of the Loans of a Borrowing shall be pro rated prorated among the applicable outstanding Loans of all Lenders that have made such Loansthe relevant Lenders, and (By) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans (i) when any Event of Default has occurred and is continuingcontinuing or (ii) on any day other than the last day of the Interest Period applicable to such LIBO Rate Loan.

Continuation and Conversion Elections. By delivering a ------------------------------------- Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m. 12:00 noon, New York time, on a Business Day, the Borrower may from time to time irrevocably elect elect, on not less than three nor more than five Business Days’ notice one (a) in the case of a conversion of LIBO Rate Loans to convert any Base Rate Loan into one or more Loans) and three (in the case of a continuation of LIBO Rate Loans or (b) before the last day a conversion of the then current Interest Period with respect thereto, to continue any Base Rate Loans into LIBO Rate Loan as a LIBO Rate Loan; provided Loans) nor more than (in each case) five Business Days' notice that (i) all, or any portion of any Loan which is continued or converted hereunder shall be in a an aggregate minimum amount of $1,000,000 and in an integral multiple of $500,000, in the case of the continuation of, or conversion into, LIBO Rate Loans, or an aggregate minimum amount of $1,000,000 and an integral multiple of $500,000 in the case of the conversion into Base Rate Loans, be, in the case of Base Rate Loans, converted into LIBO Rate Loans or, in the case of LIBO Rate Loans, be converted into a Base Rate Loan or continued as a LIBO Rate Loan (ii) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), Notice with respect to any LIBO Rate Loan at least three Business Days before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided further provided, however, that (Ax) -------- ------- each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loansthe relevant Lenders, and (By) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Event of Default has occurred and is continuing.

Continuation and Conversion Elections. By delivering a ------------------------------------- Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m. 11:00 a.m., New York City time, on a Business Day, the Borrower may from time to time irrevocably elect elect, on not less than three nor more than five Business Days’ ' notice (a) to convert that all, or any portion in an aggregate minimum amount of $10,000,000 and an integral multiple of $1,000,000, of any Base Rate Loan into one Loans or more any LIBO Rate Loans or (b) before be, in the last day case of the then current Interest Period with respect theretoBase Rate Loans, to continue any converted into LIBO Rate Loans or, in the case of LIBO Rate Loans, be converted into a Base Rate Loan or continued as a LIBO Rate Loan; provided that Loan (i) any portion of any Loan which is continued or converted hereunder shall be in a minimum amount of $1,000,000 and in an integral multiple amount of $1,000,000 and (ii) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), Notice with respect to any LIBO Rate Loan at least three Business Days before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided further provided, however, that (A) each such conversion or continuation shall be pro rated -------- ------- among the applicable outstanding Revolving Loans of all Lenders that have made to which such Loansconversion or continuation is applicable, and (B) no portion of the outstanding principal amount of any Revolving Loans may be continued as, or be converted into, LIBO Rate Loans when any Event of Default has occurred and is continuing.

Continuation and Conversion Elections. By delivering a Continuation/Continuation/ Conversion Notice to the Administrative Agent on or before 10:00 a.m. noon, Atlanta, Georgia time, on a Business Day, the Borrower may from time to time irrevocably elect elect, on not less than one Business Day's notice in the case of Base Rate Loans, or three nor Business Days' notice in the case of LIBO Rate Loans, and in either case not more than five seven Business Days’ notice (a) to convert any Base Rate Loan into one ' notice, that all, or more LIBO Rate Loans or (b) before the last day of the then current Interest Period with respect thereto, to continue any LIBO Rate Loan as a LIBO Rate Loan; provided that (i) any portion of any Loan which is continued or converted hereunder shall be in a an aggregate minimum amount of $1,000,000 and in an integral multiple amount of $1,000,000 and 100,000 be, in the case of Base Rate Loans, converted into LIBO Rate Loans or be, in the case of LIBO Rate Loans, converted into Base Rate Loans or continued as LIBO Rate Loans (ii) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), Notice with respect to any LIBO Rate Loan at least three Business Days (but no more than seven Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided further provided, however, that (Ax) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loans, and (By) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Event of Default has occurred and is continuing.

Continuation and Conversion Elections. By delivering a Continuation/Continuation/ Conversion Notice to the Administrative Agent on or before 10:00 a.m. on a Business Day, the each Borrower may from time to time irrevocably elect elect, on not less than one Business Day's notice in the case of Base Rate Loans, or three nor Business Days' notice in the case of LIBO Rate Loans, and in either case not more than five Business Days’ notice (a) to convert ' notice, that all, or any portion in an aggregate minimum amount of $2,000,000 and an integral multiple of $1,000,000 be, in the case of Base Rate Loan Loans, converted into one or more LIBO Rate Loans or (b) before be, in the last day case of the then current Interest Period with respect thereto, to continue any LIBO Rate Loan Loans, converted into Base Rate Loans or continued as a LIBO Rate Loan; provided that (i) any portion of any Loan which is continued or converted hereunder shall be in a minimum amount of $1,000,000 and in an integral multiple amount of $1,000,000 and (ii) in Loans. In the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), Notice with respect to any LIBO Rate Loan at least three Business Days (but not more than five Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan; provided further provided, however, that (Ax) each such conversion or continuation shall be pro rated among the applicable outstanding Second-Lien Loans of all Lenders that have made such Second-Lien Loans, and (By) no portion of the outstanding principal amount of any Second-Lien Loans may be continued as, or be converted into, LIBO Rate Loans when any Event of Default has occurred and is continuing.

Continuation and Conversion Elections. By delivering deliver- ing a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m. 12:00 noon, New York time, on a Business Day, the any Borrower may from time to time irrevocably elect elect, on not less than one (in the case of a conversion of LIBO Rate Loans to Base Rate Loans) and three (in the case of a continuation of LIBO Rate Loans or a conversion of Base Rate Loans into LIBO Rate Loans) nor more than five (in each case) Business Days’ ' notice (a) to convert that all, or any Base Rate Loan into one portion in an aggregate minimum amount of $5,000,000 and an integral multiple of $1,000,000, in the case of the continuation of, or more conversion into, LIBO Rate Loans Loans, or (b) before the last day of the then current Interest Period with respect thereto, to continue any LIBO Rate Loan as a LIBO Rate Loan; provided that (i) any portion of any Loan which is continued or converted hereunder shall be in a an aggregate minimum amount of $1,000,000 and in an integral multiple amount of $1,000,000 and 500,000 in the case of the conversion into Base Rate Loans (iiother than Swing Line Loans as provided in clause (a) of Section 2.3.2) be, in the case of Base Rate Loans, converted into LIBO Rate Loans or, in the case of LIBO Rate Loans, converted into a Base Rate Loan or continued as a LIBO Rate Loan (in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), Notice with respect to any LIBO Rate Loan at least three Business Days before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided further provided, how- ever, that (Ax) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loansthe relevant Lenders, and (By) no portion of the outstanding principal amount of any Loans anyLoans may be continued as, or be converted into, LIBO Rate Loans when any Event of Default has occurred and is continuing.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m. 12:00 p.m., New York time, on a Business Day, the Borrower may from time to time irrevocably elect elect, on not less than three Business Days' notice nor more than five Business Days’ ' notice (ain the case of any Loans) to convert any Base Rate Loan into one that all, or more LIBO Rate Loans or (b) before the last day of the then current Interest Period with respect thereto, to continue any LIBO Rate Loan as a LIBO Rate Loan; provided that (i) any portion of any Loan which is continued or converted hereunder shall be in a minimum amount of $1,000,000 and in an or any larger integral multiple amount of $1,000,000 and 500,000, be, in the case of Base Rate Loans, converted into LIBO Rate Loans or, in the case of LIBO Rate Loans, converted into Base Rate Loans or continued as LIBO Rate Loans (ii) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), Notice with respect to any LIBO Rate Loan at least three Business Days before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, shall on such last day, (i) in the case of any Revolving Loan, automatically convert to a Base Rate Loan and (ii) in the case of any Term Loan, automatically be continued as a LIBO Rate Loan with a new Interest Period of one month); provided further that (Ax) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loansthe relevant Lenders, and (By) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Event of Default has occurred and is continuing.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m. on a Business Day, the Borrower may from time to time irrevocably elect elect, on not less than one Business Day's notice in the case of Base Rate Loans or three nor Business Days' notice in the case of LIBO Rate Loans, and in either case not more than five Business Days’ notice (a) to convert any Base Rate Loan into one ' notice, that all, or more LIBO Rate Loans or (b) before the last day of the then current Interest Period with respect thereto, to continue any LIBO Rate Loan as a LIBO Rate Loan; provided that (i) any portion of any Loan which is continued or converted hereunder shall be in a an aggregate minimum amount of $1,000,000 and in an integral multiple amount of $1,000,000 and 500,000, of the Loans identified in the Continuation/Conversion Notice be, in the case of Base Rate Loans, converted into LIBO Rate Loans or, in the case of LIBO Rate Loans, converted into Base Rate Loans or continued as LIBO Rate Loans (ii) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), Notice with respect to any LIBO Rate Loan at least three Business Days (but not more than five Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided further provided, however, that (Ax) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loans, and (By) unless the Administrative Agent otherwise agrees in writing in its sole discretion, no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Event of Default has occurred and is continuing.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m. a.m., New York City time, on a Business Day, the Borrower may from time to time irrevocably elect elect, on not less than three nor more than five Business Days’ ' notice (a) to convert any Base Rate Loan into one that all, or more LIBO Rate Loans or (b) before the last day of the then current Interest Period with respect thereto, to continue any LIBO Rate Loan as a LIBO Rate Loan; provided that (i) any portion of any Loan which is continued or converted hereunder shall be in a an aggregate minimum amount of $1,000,000 5,000,000 and in an integral multiple amount of $1,000,000 and 1,000,000, of any Revolving Loans be, in the case of Revolving Loans which are Base Rate Loans, converted into Revolving Loans which are LIBO Rate Loans or, in the case of Revolving Loans which are LIBO Rate Loans, be converted into Revolving Loans which are Base Rate Loans or continued as Revolving Loans which are LIBO Rate Loans (ii) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), Notice with respect to any Revolving Loan which is a LIBO Rate Loan at least three Business Days before the last day of the then current Interest Period with respect thereto, such Revolving Loan which is a LIBO Rate Loan shall, on such last day, automatically convert to a Revolving Loan which is a Base Rate Loan); provided further provided, however, that (Ai) each such conversion or continuation shall be pro rated among the applicable outstanding Revolving Loans of all Lenders that have made such LoansLenders, and (Bii) no portion of the outstanding principal amount of any Revolving Loans may be continued as, or be converted into, LIBO Rate Loans when any Event of Default has occurred and is continuing.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m. (New York City time) on a Business Day, the Borrower may from time to time irrevocably elect elect, on not less than one Business Day's notice (in the case of a conversion of LIBO Rate Loans to Base Rate Loans) or three Business Days' notice (in the case of a continuation of LIBO Rate Loans or a conversion of Base Rate Loans into LIBO Rate Loans) nor more than five Business Days’ ' notice (a) to convert any Base Rate Loan into one that all, or more LIBO Rate Loans or (b) before the last day of the then current Interest Period with respect thereto, to continue any LIBO Rate Loan as a LIBO Rate Loan; provided that (i) any portion of any Loan which is continued or converted hereunder shall be in a minimum amount of $1,000,000 and in an 5,000,000 or any larger integral multiple of $1,000,000, be, in the case of Base Rate Loans, converted into LIBO Rate Loans or a minimum amount of $1,000,000 and 5,000,000 or any larger integral multiple of $1,000,000, in the case of LIBO Rate Loans, converted into Base Rate Loans or continued as LIBO Rate Loans (ii) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), Notice with respect to any LIBO Rate Loan at least three Business Days before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided further PROVIDED, HOWEVER, that (Ax) each such conversion or continuation shall be pro rated among the applicable outstanding Term Loans of all Lenders that have made such LoansLenders, and (By) no portion of the outstanding principal amount of any Term Loans may be continued as, or be converted into, LIBO Rate Loans when any Event of Default has occurred and is continuing.

Continuation and Conversion Elections. By delivering a Continuation/Continuation/ Conversion Notice to the Administrative Agent on or before 10:00 a.m. 12:00 noon, New York time, on a Business Day, the applicable Borrower may from time to time irrevocably elect elect, on not less than one Business Day's notice in the case of Base Rate Loans, or three nor Business Days' notice in the case of LIBO Rate Loans, and in either case not more than five Business Days’ notice (a) to convert ' notice, that all, or any portion in an aggregate minimum amount of $5,000,000 and an integral multiple of $1,000,000 be, in the case of Base Rate Loan Loans, converted into one or more LIBO Rate Loans or (b) before be, in the last day case of the then current Interest Period with respect thereto, to continue any LIBO Rate Loan Loans, converted into Base Rate Loans or continued as a LIBO Rate Loan; provided that Loans (i) any portion of any Loan which is continued or converted hereunder shall be in a minimum amount of $1,000,000 and in an integral multiple amount of $1,000,000 and (ii) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), Notice with respect to any LIBO Rate Loan at least three Business Days (but not more than five Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided further provided, however, that (Ax) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loans, and (By) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Event of Default has occurred and is continuing. The Administrative Agent will promptly notify the Lenders of each such Continuation/Conversion Notice and the contents thereof.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m. on a Business Day, the Borrower may from time to time irrevocably elect elect, on not less than one Business Day’s notice in the case of Base Rate Loans, or three nor Business Days’ notice in the case of LIBO Rate Loans, and in either case not more than five Business Days’ notice (a) to convert notice, that all, or any portion in an aggregate minimum amount of $250,000 and an integral multiple of $100,000 be, in the case of Base Rate Loan Loans, converted into one or more LIBO Rate Loans or (b) before be, in the last day case of the then current Interest Period with respect thereto, to continue any LIBO Rate Loan Loans, converted into Base Rate Loans or continued as a LIBO Rate Loan; provided that Loans (i) any portion of any Loan which is continued or converted hereunder shall be in a minimum amount of $1,000,000 and in an integral multiple amount of $1,000,000 and (ii) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), Notice with respect to any LIBO Rate Loan at least three Business Days (but not more than five Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided further that (Ax) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loans, and (By) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Event of Default has occurred and is continuing.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m. (New York City time), on a Business Day, the Borrower may from time to time irrevocably elect elect, on not less than three nor more than five Business Days’ ' notice (a) to convert that all, or any portion in an aggregate minimum amount of $10,000,000 and an integral multiple of $1,000,000, of any Revolving Loans be, in the case of Base Rate Loan Loans, converted into one or more LIBO Rate Loans or (b) before or, in the case of LIBO Rate Loans, on the last day of the then current an Interest Period with respect thereto, to continue any LIBO thereto be converted into a Base Rate Loan or continued as a LIBO Rate Loan; provided that Loan (i) any portion of any Loan which is continued or converted hereunder shall be in a minimum amount of $1,000,000 and in an integral multiple amount of $1,000,000 and (ii) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), Notice with respect to any LIBO Rate Loan at least three Business Days before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided, however, that 33- 41 (i), except as provided further that (A) in Section 4.1, each such conversion or continuation shall be pro rated among the applicable outstanding Revolving Loans of all Lenders that have made such LoansLenders, and (Bii) at the Administrative Agent's election by notice to the Borrower, no portion of the outstanding principal amount of any Loans Revolving Loan may be continued as, or be converted into, a LIBO Rate Loans Loan when any Event of Default has occurred and is continuing.

Continuation and Conversion Elections. By delivering a Continuation/Continuation/ Conversion Notice to the Administrative Agent on or before 10:00 a.m. 12:00 noon, New York City time, on a Business Day, the Borrower Company may from time to time irrevocably elect elect, on not less than one Business Day's notice (in the case of a conversion of LIBO Rate Loans to Base Rate Loans) or three Business Days' notice (in the case of a continuation of LIBO Rate Loans or a conversion of Base Rate Loans into LIBO Rate Loans) nor more than five Business Days’ ' notice (ain the case of any Loans) to convert any Base Rate Loan into one that all, or more LIBO Rate Loans or (b) before the last day of the then current Interest Period with respect thereto, to continue any LIBO Rate Loan as a LIBO Rate Loan; provided that (i) any portion of any Loan which is continued or converted hereunder shall be in a minimum amount of $1,000,000 and in 500,000 or an integral multiple amount of $1,000,000 and 100,000, of any Loans be, in the case of Base Rate Loans, converted into LIBO Rate Loans or, in the case of LIBO Rate Loans, be converted into Base Rate Loans or continued as LIBO Rate Loans (ii) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), Notice with respect to any LIBO Rate Loan at least three Business Days (but not more than five Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to be continued as a Base LIBO Rate LoanLoan having a one month Interest Period); provided further provided, however, that (Aa) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Current Assets Lenders that have made such Loansor Fixed Assets Lenders, as applicable, and (Bb) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Event of Default has occurred and is continuing.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m. on a Business Day, the Borrower may from time to time irrevocably elect elect, on not less than one Business Day’s notice in the case of Base Rate Loans, or three nor Business Days’ notice in the case of LIBO Rate Loans, and in either case not more than five Business Days’ notice (a) to convert any Base Rate Loan into one notice, that all, or more LIBO Rate Loans or (b) before the last day of the then current Interest Period with respect thereto, to continue any LIBO Rate Loan as a LIBO Rate Loan; provided that (i) any portion of any Loan which is continued or converted hereunder shall be in a an aggregate minimum amount of $1,000,000 and in an integral multiple amount of $1,000,000 and be, in the case of Base Rate Loans, converted into LIBO Rate Loans or be, in the case of LIBO Rate Loans, converted into Base Rate Loans or continued as LIBO Rate Loans (ii) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), Notice with respect to any LIBO Rate Loan at least three Business Days (but not more than five Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided further provided, however, that (Ax) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loans, and (By) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Event of Default has occurred and is continuing.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m. 1:00 p.m., New York time, on a Business Day, the Borrower may from time to time irrevocably elect elect, on not less than one Business Days' notice in the case of conversion to Base Rate Loans, or three nor Business Days' notice in the case of conversion to LIBO Rate Loans, and in either case not more than five Business Days’ notice (a) to convert any Base Rate Loan into one ' notice, that all, or more LIBO Rate Loans or (b) before the last day of the then current Interest Period with respect thereto, to continue any LIBO Rate Loan as a LIBO Rate Loan; provided that (i) any portion of any Loan which is continued or converted hereunder shall be in a an aggregate minimum amount of $1,000,000 and in an integral multiple amount of $1,000,000 and be, in the case of Base Rate Loans, converted into LIBO Rate Loans or be, in the case of LIBO Rate Loans, converted into Base Rate Loans or continued as LIBO Rate Loans (ii) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), Notice with respect to any LIBO Rate Loan at least three Business Days (but not more than five Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided further provided, however, that (Ax) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loans, and (By) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Event of Default has occurred and is continuing.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m. a.m., New York City time, on a Business Day, the Borrower Greektown Holdings may from time to time irrevocably elect elect, on not less than one (1) Business Day’s notice in the case of conversion to Base Rate Loans, or three nor more than five (3) Business Days’ notice in the case of continuation of or conversion to LIBO Rate Loans, and in either case not more than five (a5) to convert Business Days’ notice, that all, or any portion in an aggregate minimum amount of $1,000,000 and an integral multiple of $500,000, in the case of LIBO Rate Loans, or an aggregate minimum amount of $1,000,000 and an integral multiple of $500,000, in the case of Base Rate Loan Loans, be, in the case of Base Rate Loans, converted into one or more LIBO Rate Loans or be, in the case of LIBO Rate Loans, converted into Base Rate Loans or continued as LIBO Rate Loans (bin the absence of delivery of a Continuation/Conversion Notice with respect to any LIBO Rate Loan at least three (3) Business Days (but not more than five (5) Business Days) before the last day of the then current Interest Period with respect thereto, but subject in all events to continue any LIBO Rate Loan as a LIBO Rate Loan; provided that clause (i) any portion of any Loan which is continued or converted hereunder shall be in a minimum amount of $1,000,000 and in an integral multiple amount of $1,000,000 and (iiy) in the absence proviso of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), with respect to any LIBO Rate Loan at least three Business Days before the last day of the then current Interest Period with respect theretothis sentence, such LIBO Rate Loan shall, on such last day, automatically convert to a Base LIBO Rate LoanLoan having a one (1) month Interest Period); provided further provided, however, that (Ax) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loans, Loans and (By) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Event of Default has occurred and is continuing.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m. 12:00 noon on a Business Day, the Borrower may from time to time irrevocably elect elect, on not less than one (1) Business Day’s notice in the case of conversion to or continuation of Base Rate Loans, or three nor more than five (3) Business Days’ notice (a) prior to convert any Base Rate Loan into one or more LIBO Rate Loans or (b) before the last day of an Interest Period, in the then current Interest Period with respect thereto, case of conversion to continue any or continuation of LIBO Rate Loan as a LIBO Rate Loan; provided Loans, and in either case, not more than ten (10) Business Days’ notice, that (i) all, or any portion of any Loan which is continued or converted hereunder shall be in a an aggregate minimum amount of $1,000,000 and in an integral multiple amount of $1,000,000 and 500,000 be, in the case of Base Rate Loans, converted into LIBO Rate Loans or be, in the case of LIBO Rate Loans, converted into Base Rate Loans or continued as LIBO Rate Loans (ii) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), Notice with respect to any LIBO Rate Loan at least three (3) Business Days (but not more than five (5) Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided further provided, however, that (Aa) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loans, and (Bb) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when the Administrative Agent has notified the Borrowers in writing that any Event of Default has occurred and is continuing.

Continuation and Conversion Elections. By delivering a Continuation/Continuation/ Conversion Notice to the Administrative Agent on or before 10:00 a.m. 12:00 noon, New York time, on a Business Day, the Borrower may from time to time irrevocably elect elect, on not less than one Business Day's notice in the case of Base Rate Loans, or three nor Business Days' notice in the case of LIBO Rate Loans, and in either case not more than five Business Days’ notice (a) to convert ' notice, that all, or any portion in an aggregate minimum amount of $5,000,000 and an integral multiple of $1,000,000 be, in the case of Base Rate Loan Loans, converted into one or more LIBO Rate Loans or (b) before be, in the last day case of the then current Interest Period with respect thereto, to continue any LIBO Rate Loan Loans, converted into Base Rate Loans or continued as a LIBO Rate Loan; provided that Loans (i) any portion of any Loan which is continued or converted hereunder shall be in a minimum amount of $1,000,000 and in an integral multiple amount of $1,000,000 and (ii) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), Notice with respect to any LIBO Rate Loan at least three Business Days (but not more than five Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided further provided, however, that (Ax) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loans, and (By) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Event of Default has occurred and is continuing. The Administrative Agent will promptly notify the Lenders of each such Continuation/Conversion Notice and the contents thereof.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m. a.m., New York City time, on a Business Day, the Borrower may from time to time irrevocably elect elect, on not less than three nor more than five Business Days’ ' notice (a) to convert any Base Rate Loan into one that all, or more LIBO Rate Loans or (b) before the last day of the then current Interest Period with respect thereto, to continue any LIBO Rate Loan as a LIBO Rate Loan; provided that (i) any portion of any Loan which is continued or converted hereunder shall be in a an aggregate minimum amount of $1,000,000 5,000,000 and in an integral multiple amount of $1,000,000 and 1,000,000, of any Revolving Loans be, in the case of Revolving Loans which are Base Rate Loans, converted into Revolving Loans which are LIBO Rate Loans or, in the case of Revolving Loans which are LIBO Rate Loans, be converted into Revolving Loans which are Base Rate Loans or continued as Revolving Loans which are LIBO Rate Loans (ii) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Continuation/ Conversion Notice), Notice with respect to any Revolving Loan which is a LIBO Rate Loan at least three Business Days before the last day of the then current Interest Period with respect thereto, such Revolving Loan which is a LIBO Rate Loan shall, on such last day, automatically convert to a Revolving Loan which is a Base Rate Loan); provided further provided, however, that (Ai) each such conversion or continuation shall be pro rated among the applicable outstanding Revolving Loans of all Lenders that have made such LoansLenders, and (Bii) no portion of the outstanding principal amount of any Revolving Loans may be continued as, or be converted into, LIBO Rate Loans when any Event of Default has occurred and is continuing.

Continuation and Conversion Elections. By delivering a Continuation/Continuation/ Conversion Notice to the Administrative Agent on or before 10:00 a.m. on a Business Day, the each Borrower may from time to time irrevocably elect elect, on not less than one Business Day's notice in the case of Base Rate Loans, or three nor Business Days' notice in the case of LIBO Rate Loans, and in either case not more than five Business Days’ notice (a) to convert ' notice, that all, or any portion in an aggregate minimum amount of $2,000,000 and an integral multiple of $1,000,000 be, in the case of Base Rate Loan Loans, converted into one or more LIBO Rate Loans or (b) before be, in the last day case of the then current Interest Period with respect thereto, to continue any LIBO Rate Loan Loans, converted into Base Rate Loans or continued as a LIBO Rate Loan; provided that Loans (i) any portion of any Loan which is continued or converted hereunder shall be in a minimum amount of $1,000,000 and in an integral multiple amount of $1,000,000 and (ii) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), Notice with respect to any LIBO Rate Loan at least three Business Days (but not more than five Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided further provided, however, that (Ax) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loans, and (By) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Event of Default has occurred and is continuing.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m. 12:00 noon, New York time, on a Business Day, the Borrower WWI may from time to time irrevocably elect elect, on not less than three nor more than five Business Days’ notice one (a) in the case of a conversion of LIBO Rate Loans to convert any Base Rate Loan into one or more Loans) and three (in the case of a continuation of LIBO Rate Loans or a conversion of Base Rate Loans into LIBO Rate Loans) nor more than (bin each case) before five Business Days' notice that all, or any portion in an aggregate minimum amount of $2,000,000 and an integral multiple of $500,000, in the last day case of the then current Interest Period with respect theretocontinuation of, to continue any or conversion into, LIBO Rate Loans, or an aggregate minimum amount of $500,000 and an integral multiple thereof, in the case of the conversion into Base Rate Loans (other than Swing Line Loans as provided in CLAUSE (A) of SECTION 2.3.2) be, in the case of Base Rate Loans, converted into LIBO Rate Loans or, in the case of LIBO Rate Loans, be converted into a Base Rate Loan or continued as a LIBO Rate Loan; provided that Loan (i) any portion of any Loan which is continued or converted hereunder shall be in a minimum amount of $1,000,000 and in an integral multiple amount of $1,000,000 and (ii) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), Notice with respect to any LIBO Rate Loan at least three Business Days before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided further PROVIDED, HOWEVER, that (Ax) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loansthe relevant Lenders, and (By) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Event of Default has occurred and is continuing.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent and the Lenders on or before 10:00 a.m. a.m., New York City time, on a Business Day, the Borrower may from time to time irrevocably elect elect, on not less than three nor more than five (3) Business Days’ notice (a) in the case of continuation of or conversion to convert any Base Rate Loan Loans or LIBO Rate Loans, and on not more than five (5) Business Days’ notice, that all, or any portion in an aggregate minimum amount of $250,000 and an integral multiple of $250,000, in the case of LIBO Rate Loans, or an aggregate minimum amount of $250,000 and an integral multiple of $250,000, in the case of Base Rate Loans, be, in the case of Base Rate Loans, converted into one or more LIBO Rate Loans or be, in the case of LIBO Rate Loans, converted into Base Rate Loans or continued as LIBO Rate Loans (bin the absence of delivery of a Continuation/Conversion Notice with respect to any LIBO Rate Loan at least three (3) Business Days (but not more than five (5) Business Days) before the last day of the then current Interest Period with respect thereto, but subject in all events to continue any LIBO Rate Loan as a LIBO Rate Loan; provided that clause (i) any portion of any Loan which is continued or converted hereunder shall be in a minimum amount of $1,000,000 and in an integral multiple amount of $1,000,000 and (iiy) in the absence proviso of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), with respect to any LIBO Rate Loan at least three Business Days before the last day of the then current Interest Period with respect theretothis sentence, such LIBO Rate Loan shall, on such last day, automatically convert to be continued as a Base LIBO Rate LoanLoan having a one (1) month Interest Period); provided further provided, however, that (Ax) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loans, and (By) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Event of Default has occurred and is continuing.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m. 10:30 a.m., New York time, on a Business Day, the Borrower may from time to time irrevocably elect elect, on not less than one Business Day's notice in the case of Base Rate Loans, or three nor Business Days' notice in the case of LIBO Rate Loans, and in either case not more than five Business Days’ notice (a) to convert ' notice, that all, or any portion in an aggregate minimum amount of $2,500,000 and an integral multiple of $500,000 be, in the case of Base Rate Loan Loans, converted into one or more LIBO Rate Loans or (b) before be, in the last day case of the then current Interest Period with respect thereto, to continue any LIBO Rate Loan Loans, converted into Base Rate Loans or continued as a LIBO Rate Loan; provided that Loans (i) any portion of any Loan which is continued or converted hereunder shall be in a minimum amount of $1,000,000 and in an integral multiple amount of $1,000,000 and (ii) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), Notice with respect to any LIBO Rate Loan at least three Business Days (but not more than five Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided further provided, however, that (Ax) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loans, Loans and (By) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Event of Default has occurred and is continuing.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m. a.m., Central time, on a Business Day, the Borrower may from time to time irrevocably elect (a) on not less than three nor more than five Business Days’ notice (a) to convert ' notice, in connection with any LIBO Rate Loan or any Base Rate Loan Loan, that all, or any portion in an aggregate minimum amount of $500,000, and greater integral multiples of $500,000, of any Loans be, in the case of Base Rate Loans, converted into one or more LIBO Rate Loans or or, in the case of LIBO Rate Loans, be continued as a LIBO Rate Loan, and (b) on or before the last day of the then current Interest Period with respect thereto, to continue any a LIBO Rate Loan as that such Loan be converted into a LIBO Base Rate Loan; provided that Loan (i) any portion of any Loan which is continued or converted hereunder shall be in a minimum amount of $1,000,000 and in an integral multiple amount of $1,000,000 and (ii) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), Notice with respect to any LIBO Rate Loan at least three Business Days before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided further PROVIDED, HOWEVER, that (Ax) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such LoansLenders, and (By) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Event of Default has occurred and is continuing.

Continuation and Conversion Elections. By delivering a ------------------------------------- Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m. a.m., New York time, on a Business Day, the Borrower may from time to time irrevocably elect elect, on not less than one Business Day's notice in the case of Base Rate Loans, or three nor Business Days' notice in the case of LIBO Rate Loans, and in either case not more than five Business Days’ notice (a) to convert ' notice, that all, or any portion in an aggregate minimum amount of $2,000,000 and an integral multiple of $500,000 be, -39- in the case of Base Rate Loan Loans, converted into one or more LIBO Rate Loans or (b) before be, in the last day case of the then current Interest Period with respect thereto, to continue any LIBO Rate Loan Loans, converted into Base Rate Loans or continued as a LIBO Rate Loan; provided that Loans (i) any portion of any Loan which is continued or converted hereunder shall be in a minimum amount of $1,000,000 and in an integral multiple amount of $1,000,000 and (ii) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), Notice with respect to any LIBO Rate Loan at least three Business Days (but not more than five Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided further provided, however, that (Ax) each such conversion -------- ------- or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loans, and (By) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Event of Default has occurred and is continuing.

Continuation and Conversion Elections. By delivering a Continuation/Continuation/ Conversion Notice to the Administrative Agent on or before 10:00 a.m. on a Business Day, the Borrower Borrowers may from time to time irrevocably elect elect, on not less than one Business Day’s notice in the case of Base Rate Loans, or three nor Business Days’ notice in the case of LIBO Rate Loans, and in either case not more than five Business Days’ notice (a) to convert any Base Rate Loan into one notice, that all, or more LIBO Rate Loans or (b) before the last day of the then current Interest Period with respect thereto, to continue any LIBO Rate Loan as a LIBO Rate Loan; provided that (i) any portion of any Loan which is continued or converted hereunder shall be in a an aggregate minimum amount of $1,000,000 and in an integral multiple amount of $1,000,000 and 500,000 be, in the case of Base Rate Loans, converted into LIBO Rate Loans or be, in the case of LIBO Rate Loans, converted into Base Rate Loans or continued as LIBO Rate Loans (ii) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), with respect Notice relative to any LIBO Rate Loan at least three Business Days (but not more than five Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided further that provided, however that, (Ax) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loans, and (By) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Event of Default has occurred and is continuing.

Continuation and Conversion Elections. By delivering a ------------------------------------- Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m. a.m., New York City time, on a Business Day, the applicable Borrower may from time to time irrevocably elect elect, on not less than three nor more than five Business Days’ ' notice (a) or to convert any the extent Loans are being converted into Base Rate Loan into one Loans, on the Business Day on which such conversion is to be made) that all, or more LIBO Rate Loans or (b) before the last day of the then current Interest Period with respect thereto, to continue any LIBO Rate Loan as a LIBO Rate Loan; provided that (i) any portion of any Loan which is continued or converted hereunder shall be in a an aggregate minimum amount of $1,000,000 and in an integral multiple amount of $1,000,000 and 1,000,000, of any Loans to such Borrower be, in the case of Base Rate Loans to such Borrower, converted into LIBO Rate Loans or, in the case of LIBO Rate Loans to such Borrower, be converted into a Base Rate Loan or continued as a LIBO Rate Loan (ii) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), Notice with respect to any LIBO Rate Loan at least three Business Days before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided further provided, however, that (Ai) each such conversion or continuation shall -------- ------- be pro pro-rated among the applicable outstanding Loans to such Borrower --------- of all Lenders that have made such LoansLenders, and (Bii) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Event of Default has occurred and is continuing.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m. 12:00 noon, New York time, on a Business Day, the Borrower may from time to time irrevocably elect elect, on not less than three nor more than five Business Days’ notice one (a) in the case of a conversion of LIBO Rate Loans to convert any Base Rate Loan into one or more Loans) and three (in the case of a continuation of LIBO Rate Loans or a conversion of Base Rate Loans into LIBO Rate Loans) nor more than (bin each case) before five Business Days' notice that all, or any portion in an aggregate minimum amount of $2,500,000 and an integral multiple of $500,000, in the last day case of the then current Interest Period with respect theretocontinuation of, to continue any or conversion into, LIBO Rate Loans, or an aggregate minimum amount of $500,000 and an integral multiple of $250,000, in the case of the conversion into Base Rate Loans (other than Swing Line Loans as provided in clause (a) of Section 2.3.2), be, in the case of Base Rate Loans, converted into LIBO Rate Loans or, in the case of LIBO Rate Loans, be converted into a Base Rate Loan or continued as a LIBO Rate Loan; provided that Loan (i) any portion of any Loan which is continued or converted hereunder shall be in a minimum amount of $1,000,000 and in an integral multiple amount of $1,000,000 and (ii) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), Notice with respect to any LIBO Rate Loan at least three Business Days before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided further provided, however, that (Ax) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loansthe relevant Lenders, and (By) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Event of Default has occurred and is continuing.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m. a.m., Central time, on a Business Day, the Borrower may from time to time irrevocably elect (a) on not less than three nor more than five Business Days’ notice (a) to convert ' notice, in connection with any LIBO Rate Loan or any Base Rate Loan Loan, that all, or any portion in an aggregate minimum amount of $500,000, and greater integral multiples of $500,000, of any Loans be, in the case of Base Rate Loans, converted into one or more LIBO Rate Loans or or, in the case of LIBO Rate Loans, be continued as a LIBO Rate Loan, and (b) on or before the last day of the then current Interest Period with respect thereto, to continue any a LIBO Rate Loan as that such Loan be converted into a LIBO Base Rate Loan; provided that Loan (i) any portion of any Loan which is continued or converted hereunder shall be in a minimum amount of $1,000,000 and in an integral multiple amount of $1,000,000 and (ii) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), Notice with respect to any LIBO Rate Loan at least three Business Days before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided further provided, however, that (Ax) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such LoansLenders, and (By) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Event of Default has occurred and is continuing.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m. on a Business Day, the Borrower Royalty Sub may from time to time irrevocably elect elect, on not less than one Business Day's notice in the case of Base Rate Loans, or three nor Business Days' notice in the case of LIBO Rate Loans, and in either case not more than five Business Days’ notice (a) to convert ' notice, that all Loans, or any portion of Loans in an aggregate minimum amount of $1,000,000, and an integral multiple of $1,000,000 be, in the case of Base Rate Loan Loans, converted into one or more LIBO Rate Loans or (b) before be, in the last day case of the then current Interest Period with respect thereto, to continue any LIBO Rate Loan Loans, converted into Base Rate Loans or continued as a LIBO Rate Loan; provided that Loans (i) any portion of any Loan which is continued or converted hereunder shall be in a minimum amount of $1,000,000 and in an integral multiple amount of $1,000,000 and (ii) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), Notice with respect to any LIBO Rate Loan at least three Business Days (but not more than five Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided further that (Ax) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loans, and (By) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Event of Default has occurred and is continuing.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m. 12:00 noon, New York time, on a Business Day, the Borrower may from time to time irrevocably elect elect, on not less than one Business Days' notice in the case of Base Rate Loans, or three nor Business Days' notice in the case of LIBO Rate Loans, and in either case not more than five Business Days’ notice (a) to convert any Base Rate Loan into one ' notice, that all, or more LIBO Rate Loans or (b) before the last day of the then current Interest Period with respect thereto, to continue any LIBO Rate Loan as a LIBO Rate Loan; provided that (i) any portion of any Loan which is continued or converted hereunder shall be in a an aggregate minimum amount of $1,000,000 and in an integral multiple amount of $1,000,000 and be, in the case of Base Rate Loans, converted into LIBO Rate Loans or be, in the case of LIBO Rate Loans, converted into Base Rate Loans or continued as LIBO Rate Loans (ii) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), Notice with respect to any LIBO Rate Loan at least three Business Days (but not more than five Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided further PROVIDED, HOWEVER, that (Ax) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loans, and (By) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Event of Default has occurred and is continuing.

Continuation and Conversion Elections. By delivering a ------------------------------------- Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m. (New York time) on a Business Day, the Borrower may from time to time irrevocably elect elect, on not less than one Business Day's notice (in the case of a conversion of LIBO Rate Loans to Base Rate Loans) or three Business Days' notice (in the case of a continuation of LIBO Rate Loans or a conversion of Base Rate Loans into LIBO Rate Loans) nor more than five Business Days’ ' notice (a) to convert any Base Rate Loan into one that all, or more LIBO Rate Loans or (b) before the last day of the then current Interest Period with respect thereto, to continue any LIBO Rate Loan as a LIBO Rate Loan; provided that (i) any portion of any Loan which is continued or converted hereunder shall be in a minimum amount of $1,000,000 and in an 5,000,000 or any larger integral multiple of $1,000,000, be, in the case of Base Rate Loans, converted into LIBO Rate Loans or a minimum amount of $1,000,000 and or any larger integral multiple of $250,000, in the case of LIBO Rate Loans, converted into Base Rate Loans or continued as LIBO Rate Loans (ii) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), Notice with respect to any LIBO Rate Loan at least three Business Days before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided further provided, however, that (Ax) each such conversion -------- ------- or continuation shall be pro rated among the applicable outstanding Term Loans of all Lenders that have made such LoansLenders, and (By) no portion of the outstanding principal amount of any Term Loans may be continued as, or be converted into, LIBO Rate Loans when any Event of Default has occurred and is continuing.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m. a.m., New York time, on a Business Day, the Borrower may from time to time irrevocably elect elect, on not less than three nor more than five Business Days’ ' notice (a) to convert that all, or any portion of any Loans be, in the case of Base Rate Loans, converted into LIBO Rate Loans or, in the case of a LIBO Rate Loan, converted into a Base Rate Loan into one or more LIBO Rate Loans or (b) before the last day of the then current Interest Period with respect thereto, to continue any LIBO Rate Loan continued as a LIBO Rate Loan; provided that Loan (i) any portion of any Loan which is continued or converted hereunder shall be in a minimum amount of $1,000,000 and in an integral multiple amount of $1,000,000 and (ii) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice), Notice with respect to any LIBO Rate Loan at least three Business Days before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base LIBO Rate LoanLoan pursuant to the provisions of clause (b) of Section 2.3, unless such Loan is otherwise required to be paid pursuant to the terms of this Agreement (including the first sentence of Section 3.1)); provided further provided, however, that (A) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loans, and (Bi) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Event of Default has occurred and is continuingcontinuing and (ii) the maximum length of any Interest Period or combination of Interest Periods for any particular Loan shall not exceed three months.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m. a.m., Central time, on a Business Day, the Borrower may from time to time irrevocably elect elect, (i) on not less than three nor more than five Business Days’ notice (a) to convert notice, in connection with any LIBO Rate Loan or any Base Rate Loan Loan, that all, or any portion in an aggregate minimum amount of $500,000 and an integral multiple of $500,000, of any Loans be, in the case of Base Rate Loans, converted into one or more LIBO Rate Loans or, in the case of LIBO Rate Loans, be continued as a LIBO Rate Loan, and (iii) on or (b) before the last day of the then current Interest Period with respect thereto, to continue any a LIBO Rate Loan as that such Loan be converted into a LIBO Base Rate Loan; provided that Loan (i) any portion of any Loan which is continued or converted hereunder shall be in a minimum amount of $1,000,000 and in an integral multiple amount of $1,000,000 and (ii) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Continuation/ Conversion Notice), Notice with respect to any LIBO Rate Loan at least three Business Days before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided further provided, however, that (Ai) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such LoansLenders, and (Bii) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Event of Default has occurred and is continuing.