Common use of Conversion and Continuation Clause in Contracts

Conversion and Continuation. (i) All or any part of the --------------------------- principal amount of Loans of any Type may, on any Business Day, be converted into any other Type or Types of Loans, subject to the provisions of this Section 1.4(d). (ii) Each Prime Rate Loan shall continue as a Prime Rate Loan unless and until such Loan is converted into a Loan of another Type. Each LIBOR Rate Loan of any Type shall continue as a Loan of such Type until the end of the then current Interest Period therefor, at which time it shall be automatically converted into a Prime Rate Loan unless the Borrower shall have given the Bank notice in accordance with Section 1.4(d)(iv) requesting either that such Loan continue as a Loan of such Type for another Interest Period or that such Loan be converted into a Loan of another Type at the end of such Interest Period. (iii) Notwithstanding anything to the contrary contained in Section 1.4(d)(i) or (ii), during a Default, the Bank may notify the Borrower that Loans may only be converted into or continued as Loans of certain specified Types and, thereafter, until no Default shall continue to exist, Loans may not be converted into or continued as Loans of any Type other than one or more of such specified Types. (iv) The Borrower shall give the Bank notice (which shall be irrevocable) of each conversion of a Loan or continuation of a LIBOR Rate Loan no later than 10:00 a.m. (New York time) on, in the case of a conversion into or a continuation of a Prime Rate Loan, the Business Day, and, in the case of a conversion into or continuation of a LIBOR Rate Loan, the second Business Day, before the requested date of such conversion or continuation. Each notice of conversion or continuation shall be in the form of Schedule 1.4(d) (iv) and shall specify (A) the -------------------- requested date of such conversion or continuation, (B) the amount and Type and, in the case of LIBOR Rate Loans, the last day of the applicable Interest Period, of the Loan to be converted or continued and (C) the amount and Type or Types of Loans into which such Loan is to be converted or as which such Loan is to be continued. (v) Notwithstanding the terms of Section 1.4(d)(ii), a LIBOR Rate Loan may be converted into another Type or other Types of Loans prior to the end of the Interest Period applicable thereto (a "Breakfunding Conversion"); provided, however, that, in the case of a -------- ------- Breakfunding Conversion, at the written demand of the Lender the Borrower will be pay to the Lender an amount as determined in accordance with Section 7.6.

Conversion and Continuation. (i) All or any part of the --------------------------- principal amount of Loans of any Type may, on any Business Day, be converted into any other Type or Types of Loans, subject to except that (A) Eurodollar Rate Loans may be converted only on the provisions last day of this Section 1.4(d)an applicable Interest Period and (B) Base Rate Loans may be converted into Eurodollar Rate Loans only on a Eurodollar Business Day. (ii) Each Prime Base Rate Loan Loans shall continue as a Prime Base Rate Loan Loans unless and until such Loan is Loans are converted into a Loan Loans of another Type. Each LIBOR Eurodollar Rate Loan Loans of any Type shall continue as a Loan Loans of such Type until the end of the then current Interest Period therefor, at which time it they shall be automatically converted into a Prime Base Rate Loan Loans unless the Borrower shall have given the Bank Administrative Agent notice in accordance with Section 1.4(d)(iv1.03(c)(iv) requesting either that such Loan Loans continue as a Loan Loans of such Type for another Interest Period or that such Loan Loans be converted into a Loan Loans of another Type at the end of such Interest Period. (iii) Notwithstanding anything to the contrary contained in Section 1.4(d)(i1.03(c)(i) or (ii), during a Default, the Bank Administrative Agent may notify the Borrower that Loans may only be converted into or continued as Loans of certain specified Types and, thereafter, until no Default shall continue to exist, Loans may not be converted into or continued as Loans of any Type other than one or more of such specified Types. (iv) The Borrower shall give the Bank Administrative Agent notice (which shall be irrevocable) of each conversion of a Loan Loans or continuation of a LIBOR Eurodollar Rate Loan Loans no later than 10:00 11:00 a.m. (New York time) on, in the case of a conversion into or a continuation of a Prime Base Rate LoanLoans, the Business DayDay of, and, in the case of a conversion into or continuation of a LIBOR Eurodollar Rate LoanLoans, the second third Eurodollar Business DayDay before, before the requested date of such conversion or continuation. Each notice of conversion or continuation shall be in the form of Schedule 1.4(d) (iv1.03(c)(iv) and shall specify (A) the -------------------- requested date of such conversion or continuation, (B) the amount and Type and, in the case of LIBOR Eurodollar Rate Loans, the last day of the applicable Interest Period, Period of the Loan Loans to be converted or continued and (C) the amount and Type or Types of Loans into which such Loan is Loans are to be converted or as which such Loan is Loans are to be continued. . Upon receipt of any such notice, the Administrative Agent shall promptly notify each Bank of (vx) Notwithstanding the terms of Section 1.4(d)(ii)contents thereof, a LIBOR Rate Loan may be converted into another (y) the amount and Type or other Types of Loans prior to the end of the Interest Period applicable thereto (a "Breakfunding Conversion"); provided, however, thatand, in the case of a -------- ------- Breakfunding ConversionEurodollar Rate Loans, at the written demand last day of the Lender applicable Interest Period of each Loan to be converted or continued by such Bank and (z) the Borrower will amount and Type or Types of Loans into which such Loans are to be pay converted or as which such Loans are to the Lender an amount as determined in accordance with Section 7.6be continued.

Conversion and Continuation. (i) All or any part of the --------------------------- principal amount of Loans of any Type Loan may, on any Business Day, be converted into any other Type another type or Types types of LoansLoan, subject to except that Eurodollar Loans may be converted only on the provisions last day of this Section 1.4(d)the applicable Interest Period. (ii) Base Rate Loans shall continue as Base Rate Loans unless and until such Loans are converted into Eurodollar Loans of any type. Each Prime Rate Eurodollar Loan shall continue as a Prime Rate Eurodollar Loan unless and until such Loan is converted into a Loan of another Type. Each LIBOR Rate Loan of any Type shall continue as a Loan of such Type until the end of the then current Interest Period therefor, at which time it shall be automatically converted into a Prime Base Rate Loan unless the Borrower Company shall have given the Bank Administrative Agent notice in accordance with Section 1.4(d)(iv2.02(c)(iv) hereof requesting either that such Eurodollar Loan continue as a Eurodollar Loan of such Type type for another Interest Period or that such Eurodollar Loan be converted into a Eurodollar Loan of another Type type at the end of such Interest Period. (iii) Notwithstanding anything to the contrary contained in Section 1.4(d)(i2.02(c)(i) or (ii)) hereof, during a an Event of Default, the Bank may Administrative Agent shall, at the direction of the Majority Banks, notify the Borrower Company that Loans may only be converted into or continued as Loans of certain specified Types types and, thereafter, until no Event of Default shall continue to exist, Loans may not be converted into or continued as Loans of any Type type other than one or more of such specified Typestypes. (iv) The Borrower Company shall give the Bank notice Administrative Agent (which shall be irrevocablepromptly notify the Banks) notice of each conversion of a Loan or continuation of a LIBOR Rate Loan no later than 10:00 a.m. Loans hereunder substantially in the form of Schedule 2.02(c) hereto, which notices shall be irrevocable and effective only upon receipt by the Administrative Agent, shall specify (New York timex) on, the aggregate amount and the type of the Loans to be converted or continued and (in the case of a conversion into or a continuation Eurodollar Loans) the duration of a Prime Rate Loanthe Interest Period therefor, the Business Day, and, in the case of a conversion into or continuation of a LIBOR Rate Loan, the second Business Day, before (y) the requested date of such conversion or continuation. Each notice of conversion or continuation shall be in the form of Schedule 1.4(d) and (iv) and shall specify (A) the -------------------- requested date of such conversion or continuation, (Bz) the amount and Type and, in the case of LIBOR Rate Loans, the last day of the applicable Interest Period, of the Loan to be converted type or continued and (C) the amount and Type or Types types of Loans into which such Loan is Loans are to be converted or as which such Loan is Loans are to be continued. (v) Notwithstanding , and shall be given not later than 11:00 a.m. New York time on the terms day which is not less than the number of Section 1.4(d)(ii), a LIBOR Rate Loan may be converted into another Type or other Types of Loans Business Days prior to the end date of such conversion or continuation into or as the Interest Period applicable thereto (a "Breakfunding Conversion"); providedtype of Loans specified below: Type Number of Business Days ---- ----------------------- Base Rate Loan 0 Eurodollar Loan 3 Notwithstanding the foregoing, however, that, any notice given by the Company to the Administrative Agent under this Section 2.02(c)(iv) may be given orally by telephone and confirmed in writing within one Business Day. In the case of a -------- ------- Breakfunding Conversionany discrepancies between oral and written notices received by the Administrative Agent, at the written demand of oral notice shall be effective as understood in good faith by the Lender the Borrower will be pay to the Lender an amount as determined in accordance with Section 7.6Administrative Agent.

Conversion and Continuation. (i) All or any part of the --------------------------- principal amount of Loans of any Type Loan may, on any Business Day, be converted into any other Type another type or Types types of Loans, subject to except that Eurodollar Loans may be converted only on the provisions last day of this Section 1.4(d)the applicable Interest Period. (ii) Base Rate Loans shall continue as Base Rate Loans unless and until such Loans are converted into Eurodollar Loans of any type. Each Prime Rate Eurodollar Loan shall continue as a Prime Rate Eurodollar Loan unless and until such Loan is converted into a Loan of another Type. Each LIBOR Rate Loan of any Type shall continue as a Loan of such Type until the end of the then current Interest Period therefor, at which time it shall be automatically converted into a Prime Base Rate Loan unless the Borrower Obligors' Representative shall have given the Bank Administrative Agent notice in accordance with Section 1.4(d)(iv2.02(c)(iv) hereof requesting either that such Loan Eurodollar Loans continue as a Loan Eurodollar Loans of such Type type for another Interest Period or that such Loan Eurodollar Loans be converted into a Loan Eurodollar Loans of another Type type at the end of such Interest Period. (iii) Notwithstanding anything to the contrary contained in Section 1.4(d)(i2.02(c)(i) or (ii), during a an Event of Default, the Bank may Administrative Agent shall, at the direction of the Majority Banks, notify the Borrower Obligors' Representative that Loans may only be converted into or continued as Loans of certain specified Types types and, thereafter, until no Event of Default shall continue to exist, Loans may not be converted into or continued as Loans of any Type type other than one or more of such specified Typestypes. (iv) The Borrower Obligors' Representative shall give the Bank notice Administrative Agent (which shall be irrevocablepromptly notify the Banks) notice of each conversion of a Loan or continuation of a LIBOR Rate Loan no later than 10:00 a.m. Loans hereunder substantially in the form of Schedule 2.02(c) hereto, which notices shall be irrevocable and effective only upon receipt by the Administrative Agent, shall specify (New York timex) on, the aggregate amount and the type of the Loans to be converted or continued and (in the case of a conversion into or a continuation Eurodollar Loans) the duration of a Prime Rate Loanthe Interest Period therefor, the Business Day, and, in the case of a conversion into or continuation of a LIBOR Rate Loan, the second Business Day, before (y) the requested date of such conversion or continuation. Each notice of conversion or continuation shall be in the form of Schedule 1.4(d) and (iv) and shall specify (A) the -------------------- requested date of such conversion or continuation, (Bz) the amount and Type and, in the case of LIBOR Rate Loans, the last day of the applicable Interest Period, of the Loan to be converted type or continued and (C) the amount and Type or Types types of Loans into which such Loan is Loans are to be converted or as which such Loan is Loans are to be continued. (v) Notwithstanding , and shall be given not later than 11:00 a.m. New York time on the terms day which is not less than the number of Section 1.4(d)(ii), a LIBOR Rate Loan may be converted into another Type or other Types of Loans Business Days prior to the end date of such conversion into or continuation as the Interest Period applicable thereto (a "Breakfunding Conversion"); providedtype of Loans specified below: Type Number of ---- Business Days ------------- Base Rate Loan 0 Eurodollar Loan 3 Notwithstanding the foregoing, however, that, any notice given by the Obligors' Representative to the Administrative Agent under this Section 2.02(c)(iv) may be given orally by telephone and confirmed in writing within one Business Day. In the case of a -------- ------- Breakfunding Conversionany discrepancies between oral and written notices received by the Administrative Agent, at the written demand of oral notice shall be effective as understood in good faith by the Lender the Borrower will be pay to the Lender an amount as determined in accordance with Section 7.6Administrative Agent.

Conversion and Continuation. (i) All or any part of the --------------------------- principal amount of Loans of any Type may, on any Business Day, be converted into any other Type or Types of Loans, subject to except that (A) Eurodollar Rate Loans may be converted only on the provisions last day of this Section 1.4(d)an applicable Interest Period, (B) Base Rate Loans may be converted into Eurodollar Rate Loans only on a Eurodollar Business Day and (C) Swing Loans shall be maintained as Base Rate Loans at all times. (ii) Each Prime Base Rate Loan Loans shall continue as a Prime Base Rate Loan Loans unless and until such Loan is Loans are converted into a Loan Loans of another Type. Each LIBOR Eurodollar Rate Loan Loans of any Type shall continue as a Loan Loans of such Type until the end of the then current Interest Period therefor, at which time it they shall be automatically converted into a Prime Base Rate Loan Loans unless the Borrower shall have given the Bank Administrative Agent notice in accordance with Section 1.4(d)(iv1.04(c)(iv) requesting either that such Loan Loans continue as a Loan Loans of such Type for another Interest Period or that such Loan Loans be converted into a Loan Loans of another Type at the end of such Interest Period. (iii) Notwithstanding anything to the contrary contained in Section 1.4(d)(i1.04(c)(i) or (ii), during a Default, the Bank may Administrative Agent may, and upon the direction of the Required Banks shall, notify the Borrower that Loans may only be converted into or continued as Loans of certain specified Types and, thereafter, until no Default shall continue to exist, Loans may not be converted into or continued as Loans of any Type other than one or more of such specified Types, provided that, notwithstanding the foregoing, Loans may continue as or be converted into Base Rate Loans. (iv) The Borrower shall give the Bank Administrative Agent notice (which shall be irrevocable) of each conversion of a Loan Loans or continuation of a LIBOR Eurodollar Rate Loan Loans no later than 10:00 a.m. (New York time) on, in the case of a conversion into or a continuation of a Prime Base Rate LoanLoans, the Business DayDay before the requested date of such conversion, and, in the case of a conversion into or continuation of a LIBOR Eurodollar Rate LoanLoans, the second third Eurodollar Business Day, Day before the requested date of such conversion or continuation. Each notice of conversion or continuation shall be in the form of Schedule 1.4(d) (iv1.04(c)(iv) and shall specify (A) the -------------------- requested date of such conversion or continuation, (B) the amount and Type and, in the case of LIBOR Eurodollar Rate Loans, the last day of the applicable Interest Period, Period of the Loan Loans to be converted or continued and (C) the amount and Type or Types of Loans into which such Loan is Loans are to be converted or as which such Loan is Loans are to be continued. . Upon receipt of any such notice, the Administrative Agent shall promptly notify each Bank of (vx) Notwithstanding the terms of Section 1.4(d)(ii)contents thereof, a LIBOR Rate Loan may be converted into another (y) the amount and Type or other Types of Loans prior to the end of the Interest Period applicable thereto (a "Breakfunding Conversion"); provided, however, thatand, in the case of a -------- ------- Breakfunding ConversionEurodollar Rate Loans, at the written demand last day of the Lender applicable Interest Period of each Loan to be converted or continued by such Bank and (z) the Borrower will amount and Type or Types of Loans into which such Loans are to be pay converted or as which such Loans are to the Lender an amount as determined in accordance with Section 7.6be continued.

Conversion and Continuation. (i) All or any part of the --------------------------- principal amount of Loans of any Type Loan may, on any Business Day, be converted into any other Type another type or Types types of Loans, subject to except that Eurodollar Loans may be converted only on the provisions last day of this Section 1.4(d)the applicable Interest Period. (ii) Base Rate Loans shall continue as Base Rate Loans unless and until such Loans are converted into Eurodollar Loans of any type. Each Prime Rate Eurodollar Loan shall continue as a Prime Rate Eurodollar Loan unless and until such Loan is converted into a Loan of another Type. Each LIBOR Rate Loan of any Type shall continue as a Loan of such Type until the end of the then current Interest Period therefor, at which time it shall be automatically converted into a Prime Base Rate Loan unless the Borrower Obligors' Representative shall have given the Bank Administrative Agent notice in accordance with Section 1.4(d)(iv2.02(c)(iv) hereof requesting either that such Loan Eurodollar Loans continue as a Loan Eurodollar Loans of such Type type for another Interest Period or that such Loan Eurodollar Loans be converted into a Loan Eurodollar Loans of another Type type at the end of such Interest Period. (iii) Notwithstanding anything to the contrary contained in Section 1.4(d)(i2.02(c)(i) or (ii), during a an Event of Default, the Bank may Administrative Agent shall, at the direction of the Majority Banks, notify the Borrower Obligors' Representative that Loans may only be converted into or continued as Loans of certain specified Types types and, thereafter, until no Event of Default shall continue to exist, Loans may not be converted into or continued as Loans of any Type type other than one or more of such specified Typestypes. (iv) The Borrower Obligors' Representative shall give the Bank notice Administrative Agent (which shall be irrevocablepromptly notify the Banks) notice of each conversion of a Loan or continuation of a LIBOR Rate Loan no later than 10:00 a.m. Loans hereunder substantially in the form of Schedule 2.02(c) hereto, which notices shall be irrevocable and effective only upon receipt by the Administrative Agent, shall specify (New York timex) on, the aggregate amount and the type of the Loans to be converted or continued and (in the case of a conversion into or a continuation Eurodollar Loans) the duration of a Prime Rate Loanthe Interest Period therefor, the Business Day, and, in the case of a conversion into or continuation of a LIBOR Rate Loan, the second Business Day, before (y) the requested date of such conversion or continuation. Each notice of conversion or continuation shall be in the form of Schedule 1.4(d) and (iv) and shall specify (A) the -------------------- requested date of such conversion or continuation, (Bz) the amount and Type and, in the case of LIBOR Rate Loans, the last day of the applicable Interest Period, of the Loan to be converted type or continued and (C) the amount and Type or Types types of Loans into which such Loan is Loans are to be converted or as which such Loan is Loans are to be continued. (v) Notwithstanding , and shall be given not later than 11:00 a.m. New York time on the terms day which is not less than the number of Section 1.4(d)(ii), a LIBOR Rate Loan may be converted into another Type or other Types of Loans Business Days prior to the end date of such conversion into or continuation as the Interest Period applicable thereto (a "Breakfunding Conversion"); providedtype of Loans specified below: Number of Type Business Days ---- ------------- Base Rate Loan 0 Eurodollar Loan 3 Notwithstanding the foregoing, however, that, any notice given by the Obligors' Representative to the Administrative Agent under this Section 2.02(c)(iv) may be given orally by telephone and confirmed in writing within one Business Day. In the case of a -------- ------- Breakfunding Conversionany discrepancies between oral and written notices received by the Administrative Agent, at the written demand of oral notice shall be effective as understood in good faith by the Lender the Borrower will be pay to the Lender an amount as determined in accordance with Section 7.6Administrative Agent.

Conversion and Continuation. (i) All or any part of the --------------------------- principal amount of Loans of any Type may, on any Business Day, be converted into any other Type or Types of Loans, subject PROVIDED that (A) Eurodollar Rate Loans may be converted only on the last day of an applicable Interest Period, (B) Base Rate Loans may be converted into Eurodollar Rate Loans only on a Eurodollar Business Day and (C) the amount of all Types of Loans to be converted may not be less than the provisions lesser of this Section 1.4(d(x) (1) in the case of Base Rate Loans, $5,000,000 and (2) in the case of Eurodollar Rate Loans, $10,000,000 and (y) the aggregate amount of the Loans outstanding at such time, and such amount, if in excess of the amount specified in clause (C)(x)(1) or (2), as the case may be, for such Type of Loan, shall be in integral multiples of $1,000,000. (ii) Each Prime Base Rate Loan Loans shall continue as a Prime Base Rate Loan Loans unless and until such Loan is Loans are converted into a Loan Loans of another Type. Each LIBOR Eurodollar Rate Loan Loans of any Type shall continue as a Loan Loans of such Type until the end of the then current Interest Period therefor, at which time it they shall be automatically converted into a Prime Base Rate Loan Loans unless the Borrower shall have given the Bank Administrative Agent notice in accordance with Section 1.4(d)(iv1.03(c)(iv) requesting either that such Loan Loans continue as a Loan Loans of such Type for another Interest Period or that such Loan Loans be converted into a Loan Loans of another Type at the end of such Interest Period. (iii) Notwithstanding anything to the contrary contained in Section 1.4(d)(i1.03(c)(i) or (ii), during a an Event of Default, the Bank Administrative Agent may and, upon the instructions of the Required Banks, shall notify the Borrower that Loans may only be converted into or continued as Loans of certain specified Types (which, if the Required Banks shall have specified a Type or Types of Loans in any instructions given to the Administrative Agent pursuant to this Section 1.03(c)(iii), shall be such Type or Types of Loans specified by the Required Banks) and, thereafter, until no Default shall continue to exist, Loans may not be converted into or continued as Loans of any Type other than one or more of such specified Types. (iv) The Borrower shall give the Bank Administrative Agent notice (which shall be irrevocable) of each conversion of a Loan Loans or continuation of a LIBOR Eurodollar Rate Loan Loans no later than 10:00 a.m. (New York time) on, in the case of a conversion into or a continuation of a Prime Base Rate LoanLoans, the Business Day, and, in the case of a conversion into or continuation of a LIBOR Eurodollar Rate LoanLoans, the second third Eurodollar Business Day, before the requested date of such conversion or continuation. Each notice of conversion or continuation shall be in the form of Schedule 1.4(d) (ivSCHEDULE 1.03(C)(IV) and shall specify (A) whether the -------------------- Loans to be converted or continued are RC Loans or Incremental Loans, (B) the requested date of such conversion or continuation, (BC) the amount and Type and, in the case of LIBOR Eurodollar Rate Loans, the last day of the applicable Interest Period, Period of the Loan Loans to be converted or continued and (CD) the amount and Type or Types of Loans into which such Loan is Loans are to be converted or as which such Loan is Loans are to be continued. . Upon receipt of any such notice, the Administrative Agent shall promptly notify each Bank of (vx) Notwithstanding the terms of Section 1.4(d)(ii)contents thereof, a LIBOR Rate Loan may be converted into another (y) the amount and Type or other Types of Loans prior to the end of the Interest Period applicable thereto (a "Breakfunding Conversion"); provided, however, thatand, in the case of a -------- ------- Breakfunding ConversionEurodollar Rate Loans, at the written demand last day of the Lender applicable Interest Period of each Loan to be converted or continued by such Bank and (z) the Borrower will amount and Type or Types of Loans into which such Loans are to be pay converted or as which such Loans are to the Lender an amount as determined in accordance with Section 7.6be continued.

Conversion and Continuation. (i) All or any part of the --------------------------- principal amount of Loans of any Type may, on any Business Day, be converted into any other Type or Types of Loans, subject to except that (A) Fixed Rate Loans may be converted only on the provisions last day of this Section 1.4(d)an applicable Interest Period and (B) Domestic Rate Loans may be converted into Eurodollar Rate Loans only on a Eurodollar Business Day. (ii) Each Prime Base Rate Loan Loans shall continue as a Prime Base Rate Loan Loans unless and until such Loan is Loans are converted into a Loan Loans of another Type. Each LIBOR Fixed Rate Loan Loans of any Type shall continue as a Loan Loans of such Type until the end of the then current Interest Period therefor, at which time it they shall be automatically converted into a Prime Base Rate Loan Loans unless the Borrower shall have given the Bank Administrative Agent notice in accordance with Section 1.4(d)(iv1.04(c)(iv) requesting either that such Loan Loans continue as a Loan Loans of such Type for another Interest Period or that such Loan Loans be converted into a Loan Loans of another Type at the end of such Interest Period. (iii) Notwithstanding anything to the contrary contained in Section 1.4(d)(i1.04(c)(i) or (ii), during a Default, the Bank Administrative Agent may notify the Borrower that Loans may only be converted into or continued as Loans of certain specified Types and, thereafter, until no Default shall continue to exist, Loans may not be converted into or continued as Loans of any Type other than one or more of such specified Types. (iv) The Borrower shall give the Bank Administrative Agent notice (which shall be irrevocable) of each conversion of a Loan Loans or continuation of a LIBOR Fixed Rate Loan Loans no later than 10:00 a.m. 12:00 noon (New York time) on, in the case of a conversion into or a continuation of a Prime Base Rate LoanLoans, the Business Day, in the case of a conversion into or continuation of CD Rate Loans, two Business Days, and, in the case of a conversion into or continuation of a LIBOR Eurodollar Rate LoanLoans, the second third Eurodollar Business Day, before the requested date of such conversion or continuation. Each notice of conversion or continuation shall be in the form of Schedule 1.4(d) (iv1.04(c)(iv) and shall specify (A) the -------------------- requested date of such -------------------- conversion or continuation, (B) the amount and Type and, in the case of LIBOR Fixed Rate Loans, the last day of the applicable Interest Period, Period of the Loan Loans to be converted or continued and (C) the amount and Type or Types of Loans into which such Loan is Loans are to be converted or as which such Loan is Loans are to be continued. . Upon receipt of any such notice, the Administrative Agent shall promptly notify each Bank of (vx) Notwithstanding the terms of Section 1.4(d)(ii)contents thereof, a LIBOR Rate Loan may be converted into another (y) the amount and Type or other Types of Loans prior to the end of the Interest Period applicable thereto (a "Breakfunding Conversion"); provided, however, thatand, in the case of a -------- ------- Breakfunding ConversionFixed Rate Loans, at the written demand last day of the Lender applicable Interest Period of each Loan to be converted or continued by such Bank and (z) the Borrower will amount and Type or Types of Loans into which such Loans are to be pay converted or as which such Loans are to the Lender an amount as determined in accordance with Section 7.6be continued.

Conversion and Continuation. (i) All Subject to clauses (ii), (iii) and (iv) below, all or any part of the --------------------------- principal amount of Loans of any Type may, on any Business Day, be converted into any other Type or Types of Loans, subject to the provisions of this Section 1.4(d). (ii) Each Prime Base Rate Loan Loans shall continue as a Prime Base Rate Loan Loans unless and until such Loan is Loans are converted into a Loan Loans of another Type. Each LIBOR Eurodollar Rate Loan Loans of any Type shall continue as a Loan Loans of such Type until the end of the then current Interest Period therefor, at which time it they shall be automatically converted into a Prime Base Rate Loan Loans unless the Borrower shall have given the Bank Agent notice in accordance with Section 1.4(d)(iv1.03(c)(iv) requesting either that such Loan Loans continue as a Loan Loans of such Type for another Interest Period or that such Loan Loans be converted into a Loan Loans of another Type at the end of such Interest Period. (iii) Notwithstanding anything to the contrary contained in Section 1.4(d)(i1.03(c)(i) or (ii), during a Default, at the Bank request of the Required Banks, the Agent may notify the Borrower that Loans may only be converted into or continued as Loans of certain specified Types and, thereafter, until no Default shall continue to exist, Loans may not be converted into or continued as Loans of any Type other than one or more of such specified Types. (iv) The Borrower shall give the Bank Agent notice (which shall be irrevocable) of each conversion of a Loan Loans or continuation of a LIBOR Eurodollar Rate Loan Loans no later than 10:00 a.m. (New York time) on), in the case of a conversion into or a continuation of a Prime Base Rate LoanLoans, on the Business Day, and, in the case of a conversion into or continuation of a LIBOR Eurodollar Rate LoanLoans, on the second third Eurodollar Business Day, Day before the requested date of such conversion or continuation. Each notice of conversion or continuation shall be in the form of Schedule 1.4(d) (iv1.03(c) and shall specify (A) the -------------------- requested date of such conversion or continuation, (B) the amount and Type and, in the case of LIBOR Eurodollar Rate Loans, the last day of the applicable Interest Period, Period of the Loan Loans to be converted or continued and (C) the amount and Type or Types of Loans into which such Loan is Loans are to be converted or as which such Loan is Loans are to be continued. . Upon receipt of any such notice, the Agent shall promptly notify each Bank of (vx) Notwithstanding the terms of Section 1.4(d)(ii)contents thereof, a LIBOR Rate Loan may be converted into another (y) the amount and Type or other Types of Loans prior to the end of the Interest Period applicable thereto (a "Breakfunding Conversion"); provided, however, thatand, in the case of a -------- ------- Breakfunding ConversionEurodollar Rate Loans, at the written demand last day of the Lender applicable Interest Period of each Loan to be converted or continued by such Bank and (z) the Borrower will amount and Type or Types of Loans into which such Loans are to be pay converted or as which such Loans are to the Lender an amount as determined in accordance with Section 7.6be continued.

Conversion and Continuation. (i) All or any part of the --------------------------- principal amount of Loans of any Type Loan may, on any Business Day, be converted into any other Type another type or Types types of LoansLoan, subject to except that Eurodollar Loans may be converted only on the provisions last day of this Section 1.4(d)the applicable Interest Period. (ii) Base Rate Loans shall continue as Base Rate Loans unless and until such Loans are converted into Eurodollar Loans of any type. Each Prime Rate Eurodollar Loan shall continue as a Prime Rate Eurodollar Loan unless and until such Loan is converted into a Loan of another Type. Each LIBOR Rate Loan of any Type shall continue as a Loan of such Type until the end of the then current Interest Period therefor, at which time it shall be automatically converted into a Prime Base Rate Loan unless the Borrower Company shall have given the Bank Administrative Agent notice in accordance with Section 1.4(d)(iv2.02(c)(iv) hereof requesting either that such Eurodollar Loan continue as a Eurodollar Loan of such Type type for another Interest Period or that such Eurodollar Loan be converted into a Eurodollar Loan of another Type type at the end of such Interest Period. (iii) Notwithstanding anything to the contrary contained in Section 1.4(d)(i2.02(c)(i) or (ii)) hereof, during a an Event of Default, the Bank may Administrative Agent shall, at the direction of the Majority Banks, notify the Borrower Company that Loans may only be converted into or continued as Loans of certain specified Types types and, thereafter, until no Event of Default shall continue to exist, Loans may not be converted into or continued as Loans of any Type type other than one or more of such specified Typestypes. (iv) The Borrower Company shall give the Bank notice Administrative Agent (which shall be irrevocablepromptly notify the Banks) notice of each conversion of a Loan or continuation of a LIBOR Rate Loan no later than 10:00 a.m. Loans hereunder substantially in the form of SCHEDULE 2.02(c) hereto, which notices shall be irrevocable and effective only upon receipt by the Administrative Agent, shall specify (New York timex) on, the aggregate amount and the type of the Loans to be converted or continued and (in the case of a conversion into or a continuation Eurodollar Loans) the duration of a Prime Rate Loanthe Interest Period therefor, the Business Day, and, in the case of a conversion into or continuation of a LIBOR Rate Loan, the second Business Day, before (y) the requested date of such conversion or continuation. Each notice of conversion or continuation shall be in the form of Schedule 1.4(d) and (iv) and shall specify (A) the -------------------- requested date of such conversion or continuation, (Bz) the amount and Type and, in the case of LIBOR Rate Loans, the last day of the applicable Interest Period, of the Loan to be converted type or continued and (C) the amount and Type or Types types of Loans into which such Loan is Loans are to be converted or as which such Loan is Loans are to be continued. (v) Notwithstanding , and shall be given not later than 11:00 a.m. New York time on the terms day which is not less than the number of Section 1.4(d)(ii), a LIBOR Rate Loan may be converted into another Type or other Types of Loans Business Days prior to the end date of such conversion or continuation into or as the Interest Period applicable thereto (a "Breakfunding Conversion"); providedtype of Loans specified below: Notwithstanding the foregoing, however, that, any notice given by the Company to the Administrative Agent under this Section 2.02(c)(iv) may be given orally by telephone and confirmed in writing within one Business Day. In the case of a -------- ------- Breakfunding Conversionany discrepancies between oral and written notices received by the Administrative Agent, at the written demand of oral notice shall be effective as understood in good faith by the Lender the Borrower will be pay to the Lender an amount as determined in accordance with Section 7.6Administrative Agent.

Conversion and Continuation. (i) All or any part of the --------------------------- principal amount of Loans of any Type may, on any Business Day, be converted into any other Type or Types of Loans, subject to except that (A) Eurodollar Rate Loans may be converted only on the provisions last day of this Section 1.4(d)an applicable Interest Period and (B) Base Rate Loans may be converted into Eurodollar Rate Loans only on a Eurodollar Business Day. (ii) Each Prime Base Rate Loan Loans shall continue as a Prime Base Rate Loan Loans unless and until such Loan is Loans are converted into a Loan Loans of another Type. Each LIBOR Eurodollar Rate Loan of any Type Loans shall continue as a Loan Loans of such Type until the end of the then current Interest Period therefor, at which time it they shall be automatically converted into a Prime Base Rate Loan Loans unless the Borrower shall have given the Bank Agent notice in accordance with Section 1.4(d)(iv2.03(c)(iv) requesting either that such Loan Loans continue as a Loan Loans of such Type for another Interest Period or that such Loan Loans be converted into a Loan Loans of another Type at the end of such Interest Period. (iii) Notwithstanding anything to the contrary contained in Section 1.4(d)(i2.03(c)(i) or (ii), upon the occurrence and during a the continuance of any Default, the Bank Agent may notify the Borrower that Loans may only be converted into or continued as Loans of certain specified Types and, thereafter, until such Default no Default shall continue to existlonger exists, Loans may not be converted into or continued as Loans of any Type other than one or more of such specified Types. (iv) The Borrower shall give the Bank Agent notice (which shall be irrevocable) of each conversion of a Loan Loans or continuation of a LIBOR Eurodollar Rate Loan Loans no later than 10:00 a.m. (New York time) on, in the case of a conversion into or a continuation of a Prime Base Rate LoanLoans, the Business Day, and, in the case of a conversion into or continuation of a LIBOR Eurodollar Rate LoanLoans, the second third Eurodollar Business Day, before the requested date of such conversion or continuation. Each notice of conversion or continuation shall be in the form of Schedule 1.4(d) (iv2.03(c)(iv) and shall specify (A) the -------------------- requested date of such conversion or continuation, (B) the amount and Type and, in the case of LIBOR Eurodollar Rate Loans, the last day of the applicable Interest Period, Period of the Loan Loans to be converted or continued and continued, (C) the amount and Type or Types of Loans into which such Loan is Loans are to be converted or as which such Loan is Loans are to be continued. , and (vD) Notwithstanding the terms of Section 1.4(d)(ii)requested initial Interest Period, a LIBOR Rate Loan may if any, to be converted into another Type or other Types of Loans prior applicable to the end Loans resulting from such conversion or continuation. Upon receipt of any such notice, the Interest Period applicable thereto Agent shall promptly notify each Bank of (a "Breakfunding Conversion"); provided1) the contents thereof, however, that(2) the amount and Type and, in the case of a -------- ------- Breakfunding ConversionEurodollar Rate Loans, at the written demand last day of the Lender applicable Interest Period of each Loan to be converted or continued by such Bank, (3) the Borrower will amount and Type or Types of Loans into which such Loans are to be pay converted or as which such Loans are to be continued, and (4) the Interest Period, if any, to be applicable to the Lender an amount as determined in accordance with Section 7.6Loans resulting from such conversion or continuation.

Conversion and Continuation. (i) All or any part of the --------------------------- principal amount of RC Loans of any Type may, on any Business Day, be converted into any other Type or Types of RC Loans, subject to except that (A) Eurodollar Rate Loans may be converted only on the provisions last day of this Section 1.4(d)an applicable Interest Period and (B) Base Rate Loans may be converted into Eurodollar Rate Loans only on a Eurodollar Business Day. (ii) Each Prime RC Loan that is a Base Rate Loan shall continue as a Prime Base Rate Loan unless and until such Loan is converted into a an RC Loan of another Type. Each LIBOR RC Loan that is a Eurodollar Rate Loan of any Type shall continue as a Loan of such Type until the end of the then current Interest Period therefor, at which time it shall be automatically converted into a Prime Base Rate Loan unless the Borrower shall have given the Bank Agent notice in accordance with Section 1.4(d)(iv1.03(c) requesting either that such Loan continue as a Loan of such Type for another Interest Period or that such Loan be converted into a Loan of another Type at the end of such Interest Period. (iii) Notwithstanding anything to the contrary contained in Section 1.4(d)(i1.03(c)(i) or (ii), during a Default, the Bank Agent may notify the Borrower that RC Loans may only be converted into or continued as RC Loans of certain specified Types and, thereafter, until no Default shall continue to exist, RC Loans may not be converted into or continued as RC Loans of any Type other than one or more of such specified Types. (iv) The Borrower shall give the Bank Agent notice (which shall be irrevocable) of each conversion of a an RC Loan or continuation of an RC Loan that is a LIBOR Eurodollar Rate Loan no later than 10:00 a.m. (New York time) onthan, in the case of a conversion into or a continuation of a Prime Base Rate Loan, 12:00 noon on the Business Day, and, in the case of a conversion into or continuation of an RC Loan that is a LIBOR Eurodollar Rate Loan, 11:00 a.m. on the second third Eurodollar Business Day, Day before the requested date of such conversion or continuation. Each notice of conversion or continuation shall be in the form of Schedule 1.4(d) (iv) and shall specify (A) the -------------------- requested date of such conversion or continuation, (B) the amount and Type and, in the case of LIBOR Rate Loans, the last day of the applicable Interest Period, of the Loan to be converted or continued and (C) the amount and Type or Types of Loans into which such Loan is to be converted or as which such Loan is to be continued. (v) Notwithstanding the terms of Section 1.4(d)(ii), a LIBOR Rate Loan may be converted into another Type or other Types of Loans prior to the end of the Interest Period applicable thereto (a "Breakfunding Conversion"); provided, however, that, in the case of a -------- ------- Breakfunding Conversion, at the written demand of the Lender the Borrower will be pay to the Lender an amount as determined in accordance with Section 7.6.1.03

Conversion and Continuation. (i) All or any part of the --------------------------- principal amount of Loans of any Type may, on any Business Day, be converted into any other Type or Types of Loans, subject to except that (A) Eurodollar Rate Loans may be converted only on the provisions last day of this Section 1.4(d)the applicable Interest Periods therefor and (B) Base Rate Loans may be converted into Eurodollar Rate Loans only on a Eurodollar Business Day. (ii) Each Prime Base Rate Loan Loans shall continue as a Prime Base Rate Loan Loans unless and until such Loan is Loans are converted into a Loan Loans of another Type. Each LIBOR Eurodollar Rate Loan Loans of any Type shall continue as a Loan Loans of such Type until the end of the then current Interest Period therefor, at which time it they shall be automatically converted into a Prime Base Rate Loan Loans unless the Borrower shall have given the Bank Administrative Agent notice in accordance with Section 1.4(d)(iv1.03(c)(iv) requesting either that such Loan Loans continue as a Loan Loans of such Type for another Interest Period or that such Loan Loans be converted into a Loan Loans of another Type at the end of such Interest Period. (iii) Notwithstanding anything to the contrary contained in Section 1.4(d)(i1.03(c)(i) or (ii), during a Defaultso long as an Event of Default shall have occurred and be continuing, the Bank Administrative Agent may (and, at the request of Banks having more than 66 2/3% of the Loans outstanding (or, if there are no Loans outstanding, more than 66 2/3% of the Total Commitment), shall) notify the Borrower that Loans may only be converted into or continued upon the expiration of the applicable current Interest Period therefor as Loans of certain specified Types and, thereafter, until no Event of Default shall continue to exist, Loans may not be converted into or continued as Loans of any Type other than one or more of such specified Types. (iv) The Borrower shall give the Bank Administrative Agent notice (which shall be irrevocable) of each conversion of a Loan Loans or continuation of a LIBOR Eurodollar Rate Loan Loans no later than 10:00 11:00 a.m. (New York time) on, in the case of a conversion into or a continuation of a Prime Base Rate LoanLoans, the Business Day, Day and, in the case of a conversion into or continuation of a LIBOR Eurodollar Rate LoanLoans, the second third Eurodollar Business Day, before the requested date of such conversion or continuation. Each notice of conversion or continuation shall be in the form of Schedule 1.4(d) (iv1.03(c)(iv) and shall specify (A) the -------------------- requested date of such conversion or continuation, (B) the amount and Type and, in the case of LIBOR Eurodollar Rate Loans, the last day of the applicable Interest Period, of Period for the Loan Loans to be converted or continued and (C) the amount and Type or Types of Loans into which such Loan is Loans are to be converted or as which such Loan is Loans are to be continued. . Upon receipt of any such notice, the Administrative Agent shall promptly notify each Bank of (vx) Notwithstanding the terms of Section 1.4(d)(ii)contents thereof, a LIBOR Rate Loan may be converted into another (y) the amount and Type or other Types of Loans prior to the end of the Interest Period applicable thereto (a "Breakfunding Conversion"); provided, however, thatand, in the case of a -------- ------- Breakfunding ConversionEurodollar Rate Loans, at the written demand last day of the Lender applicable Interest Period for each Loan to be converted or continued by such Bank, and (z) the Borrower will amount and Type or Types of Loans into which such Loans are to be pay converted or as which such Loans are to the Lender an amount as determined in accordance with Section 7.6be continued.

Conversion and Continuation. (i) All or any part of the --------------------------- principal amount of Loans of any Type may, on any Business Day, be converted into any other Type or Types of Loans, subject to except that (A) Eurodollar Rate Loans may be converted only on the provisions last day of this Section 1.4(d)an applicable Interest Period, (B) Base Rate Loans may be converted into Eurodollar Rate Loans only on a Eurodollar Business Day and (C) Swing Loans shall be maintained as Base Rate Loans at all times. (ii) Each Prime Base Rate Loan Loans shall continue as a Prime Base Rate Loan Loans unless and until such Loan is Loans are converted into a Loan Loans of another Type. Each LIBOR Eurodollar Rate Loan Loans of any Type shall continue as a Loan Loans of such Type until the end of the then current Interest Period therefor, at which time it they shall be automatically converted into a Prime Base Rate Loan Loans unless the Borrower shall have given the Bank Administrative Agent notice in accordance with Section 1.4(d)(iv1.04(c)(iv) requesting either that such Loan Loans continue as a Loan Loans of such Type for another Interest Period or that such Loan Loans be converted into a Loan Loans of another Type at the end of such Interest Period. (iii) Notwithstanding anything to the contrary contained in Section 1.4(d)(i1.04(c)(i) or (ii), during a Default, the Bank may Administrative Agent may, and upon the direction of the Required Banks shall, notify the Borrower that Loans may only be converted into or continued as Loans of certain specified Types and, thereafter, until no Default shall continue to exist, Loans may not be converted into or continued as Loans of any Type other than one or more of such specified Types, provided that, notwithstanding the foregoing, Loans may continue as or be converted into Base Rate Loans. (iv) The Borrower shall give the Bank Administrative Agent notice (which shall be irrevocable) of each conversion of a Loan Loans or continuation of a LIBOR Eurodollar Rate Loan Loans no later than 10:00 a.m. (New York time) on, in the case of a conversion into or a continuation of a Prime Base Rate LoanLoans, the Business DayDay before the requested date of such conversion, and, in the case of a conversion into or continuation of a LIBOR Eurodollar Rate LoanLoans, the second third Eurodollar Business Day, Day before the requested date of such conversion or continuation. Each notice of conversion or continuation shall be in the form of Schedule 1.4(d) (iv1.04(c)(iv) and shall specify (A) whether the -------------------- Loans to be converted or continued are Term Loans or RC Loans, (B) the requested date of such conversion or continuation, (BC) the amount and Type and, in the case of LIBOR Eurodollar Rate Loans, the last day of the applicable Interest Period, Period of the Loan Loans to be converted or continued and (CD) the amount and Type or Types of Loans into which such Loan is Loans are to be converted or as to which such Loan is Loans are to be continued. . Upon receipt of any such notice, the Administrative Agent shall promptly notify each Bank of (vx) Notwithstanding the terms of Section 1.4(d)(ii)contents thereof, a LIBOR Rate Loan may be converted into another (y) the amount and Type or other Types of Loans prior to the end of the Interest Period applicable thereto (a "Breakfunding Conversion"); provided, however, thatand, in the case of a -------- ------- Breakfunding ConversionEurodollar Rate Loans, at the written demand last day of the Lender applicable Interest Period of each Loan to be converted or continued by such Bank and (z) the Borrower will amount and Type or Types of Loans into which such Loans are to be pay converted or as to the Lender an amount as determined in accordance with Section 7.6which such Loans are to be continued.

Conversion and Continuation. (i) All or any part of the --------------------------- principal amount of Loans of any Type may, on any Business Day, be converted into any other Type or Types of Loans, subject to except that (A) LIBO Rate Loans may be converted only on the provisions last day of this Section 1.4(d)an applicable Interest Period and (B) Prime Rate Loans may be converted into LIBO Rate Loans only on a Eurodollar Business Day. (ii) Each Prime Rate Loan Loans shall continue as a Prime Rate Loan Loans unless and until such Loan is Loans are converted into a Loan Loans of another Type. Each LIBOR LIBO Rate Loan Loans of any Type shall continue as a Loan Loans of such Type until the end of the then current Interest Period therefor, at which time it they shall be automatically converted into a Prime Rate Loan Loans unless the Borrower shall have given the Bank Agent notice in accordance with Section 1.4(d)(iv1.03 (c)(iv) requesting either that such Loan Loans continue as a Loan Loans of such Type for another Interest Period or that such Loan Loans be converted into a Loan Loans of another Type at the end of such Interest Period. (iii) Notwithstanding anything to the contrary contained in Section 1.4(d)(i1.03(c)(i) or (ii), during a an Event of Default, the Bank Agent may notify the Borrower that Loans may only be converted into or continued as Prime Rate Loans of certain specified Types and, thereafter, until no Default shall continue to exist, Loans may not be converted into or continued as Loans of any Type other than one or more of such specified TypesPrime Rate Loans. (iv) The Borrower shall give the Bank Agent notice (which shall be irrevocable) of each conversion of a Loan Loans or continuation of a LIBOR LIBO Rate Loan Loans no later than 10:00 a.m. (New York time) on, in the case of a conversion into or a continuation of a Prime Rate LoanLoans, the Business Day, and, in the case of a conversion into or continuation of a LIBOR LIBO Rate LoanLoans, the second third Eurodollar Business Day, before the requested date of such conversion or continuation. Each notice of conversion or continuation shall be in the form of Schedule 1.4(d) (iv1.03(c)(iv) and shall specify (A) the -------------------- requested date of such conversion or continuation, (B) the amount and Type and, in the case of LIBOR LIBO Rate Loans, the last day of the applicable Interest Period, Period of the Loan Loans to be converted or continued and (C) the amount and Type or Types of Loans into which such Loan is Loans are to be converted or as which such Loan is Loans are to be continued. . Upon receipt of any such notice, the Agent shall promptly notify each Bank of (vx) Notwithstanding the terms of Section 1.4(d)(ii)contents thereof, a LIBOR Rate Loan may be converted into another (y) the amount and Type or other Types of Loans prior to the end of the Interest Period applicable thereto (a "Breakfunding Conversion"); provided, however, thatand, in the case of a -------- ------- Breakfunding ConversionLIBO Rate Loans, at the written demand last day of the Lender applicable Interest Period of each Loan to be converted or continued by such Bank and (z) the Borrower will amount and Type or Types of Loans into which such Loans are to be pay converted or as which such Loans are to the Lender an amount as determined in accordance with Section 7.6be continued.

Conversion and Continuation. (i) All or any part of the --------------------------- principal amount of Loans of any Type may, on any Business Day, be converted into any other Type or Types of Loans, subject to except that (A) Eurodollar Rate Loans may be converted only on the provisions last day of this Section 1.4(d)an applicable Interest Period and (B) Base Rate Loans may be converted into Eurodollar Rate Loans only on a Eurodollar Business Day. (ii) Each Prime Base Rate Loan Loans shall continue as a Prime Base Rate Loan Loans unless and until such Loan is Loans are converted into a Loan Loans of another Type. Each LIBOR Eurodollar Rate Loan Loans of any Type shall continue as a Loan Loans of such Type until the end of the then current Interest Period therefor, at which time it they shall be automatically converted into a Prime Base Rate Loan Loans unless the Borrower shall have given the Bank Administrative Agent notice in accordance with Section 1.4(d)(iv1.03(c)(iv) requesting either that such Loan Loans continue as a Loan Loans of such Type for another Interest Period or that such Loan Loans be converted into a Loan Loans of another Type at the end of such Interest Period. (iii) Notwithstanding anything to the contrary contained in Section 1.4(d)(i1.03(c)(i) or (ii), during a Default, the Bank Administrative Agent may notify the Borrower that Loans may only be converted into or continued as Loans of certain specified Types and, thereafter, until no Default shall continue to exist, Loans may not be converted into or continued as Loans of any Type other than one or more of such specified Types. (iv) The Borrower shall give the Bank Administrative Agent notice (which shall be irrevocable) of each conversion of a Loan Loans or continuation of a LIBOR Eurodollar Rate Loan Loans no later than 10:00 9:30 a.m. (New York Los Angeles time) on, in the case of a conversion into or a continuation of a Prime Base Rate LoanLoans, the Business Day, and, in the case of a conversion into or continuation of a LIBOR Eurodollar Rate LoanLoans, the second third Eurodollar Business Day, before the requested date of such conversion or continuation. Each notice of conversion or continuation shall be in the form of Schedule 1.4(d) (iv1.03(c)(iv) and shall specify (A) the -------------------- requested date of such conversion or continuation, (B) the amount and Type and, in the case of LIBOR Eurodollar Rate Loans, the last day of the applicable Interest Period, Period of the Loan Loans to be converted or continued and (C) the amount and Type or Types of Loans into which such Loan is Loans are to be converted or as which such Loan is Loans are to be continued. . Upon receipt of any such notice, the Administrative Agent shall promptly notify each Lender of (vx) Notwithstanding the terms of Section 1.4(d)(ii)contents thereof, a LIBOR Rate Loan may be converted into another (y) the amount and Type or other Types of Loans prior to the end of the Interest Period applicable thereto (a "Breakfunding Conversion"); provided, however, thatand, in the case of a -------- ------- Breakfunding ConversionEurodollar Rate Loans, at the written demand last day of the applicable Interest Period of each Loan to be converted or continued by such Lender and (z) the Borrower will amount and Type or Types of Loans into which such Loans are to be pay converted or as which such Loans are to the Lender an amount as determined in accordance with Section 7.6be continued.

Conversion and Continuation. (i) All or any part of the --------------------------- principal amount of Loans of any Type type may, on any Business Day, be converted into any other Type type or Types types of Pro Rata Loans, subject except that (A) the aggregate principal amount of Loans to be converted of the provisions same type and, in the case of this Section 1.4(d)LIBOR Loans, having the same Interest Period shall be at least $1,000,000, (B) Base Rate Loans may be converted into LIBOR Loans only on a LIBOR Business Day, (C) LIBOR Loans may only be converted on the last day of an applicable Interest Period (D) Bid Loans may only be converted upon maturity and (E) except for conversions of LIBOR Loans to Base Rate Loans, no conversions shall be made so long as a Default shall have occurred and be continuing. (ii) Each Prime Rate All or any part of the principal amount of a LIBOR Loan shall continue may, on the last day of an Interest Period applicable to such Loan, be continued as a Prime Rate LIBOR Loan unless and until such Loan is converted into a Loan of another Type. Each LIBOR Rate Loan of any Type shall continue as a Loan of such Type until the end of the then current Interest Period therefor, at which time it shall be automatically converted into a Prime Rate Loan unless the Borrower shall have given the Bank notice in accordance with Section 1.4(d)(iv) requesting either that such Loan continue as a Loan of such Type for another Interest Period or that such Loan be converted into a Loan of another Type at the end of such Interest Period. (iii) Notwithstanding anything to the contrary contained in Section 1.4(d)(i) or (ii), during a Default, the Bank may notify the Borrower that Loans may only be converted into or continued as Loans of certain specified Types and, thereafter, until no Default shall continue to exist, Loans may not be converted into or continued as Loans of any Type other than one or more of such specified Types. (iv) The Borrower shall give the Bank Agent notice (which shall be irrevocable) of each conversion of a Loan or continuation of a LIBOR Rate Loan no later than 10:00 a.m. (New York time) onat least, in the case of a conversion conversions into Base Rate Loans, one Business Day, in the case of conversions into or a continuation continuations of a Prime Rate LoanLIBOR Loans, the three LIBOR Business DayDays, and, in the case of a conversion conversions into or continuation continuations of a LIBOR Rate Loan, Bid Loans at the second Business Daytime specified in Section 1.03, before the requested date of such conversion or continuation. Each notice of conversion or continuation shall be in the form of Schedule 1.4(d) (iv) and shall specify , specifying (A) the -------------------- such requested date of such conversion or continuationdate, (B) the amount and Type type and, in the case of LIBOR Fixed Rate Loans, the last day of the applicable Interest Period, Period of the Loan Loans to be converted or continued and (C) in the case of a conversion, the amount and Type the type or Types types of Loans into which such Loan is Loans are to be converted or as which converted. In the absence of any such Loan is to be continued. (v) Notwithstanding the terms of Section 1.4(d)(ii)notice, a LIBOR Rate Loan may Loans shall be converted into another Type or other Types of Base Rate Loans prior to at the end of the then current Interest Period applicable thereto therefor. Upon receipt of any such notice, the Agent shall promptly notify each Bank of (a "Breakfunding Conversion"); providedx) the contents thereof, however, that(y) the amount and type and, in the case of a -------- ------- Breakfunding ConversionLIBOR Loans, at the written demand last day of the Lender applicable Interest Period of each Loan to be converted or continued by such Bank and (z) in the Borrower will case of a conversion, the type or types of Loans into which such Loans are to be pay to the Lender an amount as determined in accordance with Section 7.6converted.

Conversion and Continuation. (i) All or any part of the --------------------------- principal amount of Loans of any Type may, on any Business Day, be converted into any other Type or Types of Loans, subject to except that (A) Eurodollar Rate Loans may be converted only on the provisions last day of this Section 1.4(d)an applicable Interest Period, (B) Base Rate Loans may be converted into Eurodollar Rate Loans only on a Eurodollar Business Day and (C) Swing Loans shall be maintained as Base Rate Loans at all times. (ii) Each Prime Base Rate Loan Loans shall continue as a Prime Base Rate Loan Loans unless and until such Loan is Loans are converted into a Loan Loans of another Type. Each LIBOR Eurodollar Rate Loan Loans of any Type shall continue as a Loan Loans of such Type until the end of the then current Interest Period therefor, at which time it they shall be automatically converted into a Prime Base Rate Loan Loans unless the Borrower shall have given the Bank Administrative Agent notice in accordance with Section 1.4(d)(iv1.04(c)(iv) requesting either that such Loan Loans continue as a Loan Loans of such Type for another Interest Period or that such Loan Loans be converted into a Loan Loans of another Type at the end of such Interest Period. (iii) Notwithstanding anything to the contrary contained in Section 1.4(d)(i1.04(c)(i) or (ii), during a Default, the Bank may Administrative Agent may, and upon the direction of the Required Banks shall, notify the Borrower that Loans may only be converted into or continued as Loans of certain specified Types and, thereafter, until no Default shall continue to exist, Loans may not be converted into or continued as Loans of any Type other than one or more of such specified Types, PROVIDED that, notwithstanding the foregoing, Loans may continue as or be converted into Base Rate Loans. (iv) The Borrower shall give the Bank Administrative Agent notice (which shall be irrevocable) of each conversion of a Loan Loans or continuation of a LIBOR Eurodollar Rate Loan Loans no later than 10:00 a.m. (New York time) on, in the case of a conversion into or a continuation of a Prime Base Rate LoanLoans, the Business DayDay before the requested date of such conversion, and, in the case of a conversion into or continuation of a LIBOR Eurodollar Rate LoanLoans, the second third Eurodollar Business Day, Day before the requested date of such conversion or continuation. Each notice of conversion or continuation shall be in the form of Schedule 1.4(d) (ivSCHEDULE 1.04(c)(iv) and shall specify (A) the -------------------- requested date of such conversion or continuation, (B) the amount and Type and, in the case of LIBOR Eurodollar Rate Loans, the last day of the applicable Interest Period, Period of the Loan Loans to be converted or continued and (C) the amount and Type or Types of Loans into which such Loan is Loans are to be converted or as which such Loan is Loans are to be continued. . Upon receipt of any such notice, the Administrative Agent shall promptly notify each Bank of (vx) Notwithstanding the terms of Section 1.4(d)(ii)contents thereof, a LIBOR Rate Loan may be converted into another (y) the amount and Type or other Types of Loans prior to the end of the Interest Period applicable thereto (a "Breakfunding Conversion"); provided, however, thatand, in the case of a -------- ------- Breakfunding ConversionEurodollar Rate Loans, at the written demand last day of the Lender applicable Interest Period of each Loan to be converted or continued by such Bank and (z) the Borrower will amount and Type or Types of Loans into which such Loans are to be pay converted or as which such Loans are to the Lender an amount as determined in accordance with Section 7.6be continued.

Conversion and Continuation. (i) All or any part of the --------------------------- principal amount of Loans of any Type may, on any Business Day, be converted into any other Type or Types of Loans, subject to except that (A) Eurodollar Rate Loans may be converted only on the provisions last day of this Section 1.4(d)an applicable Interest Period and (B) Base Rate Loans may be converted into Eurodollar Rate Loans only on a Eurodollar Business Day. (ii) Each Prime Base Rate Loan Loans shall continue as a Prime Base Rate Loan Loans unless and until such Loan is Loans are converted into a Loan Loans of another Type. Each LIBOR Eurodollar Rate Loan of any Type Loans shall continue as a Loan Loans of such Type until the end of the then current Interest Period therefor, at which time it they shall be automatically converted into a Prime Base Rate Loan Loans unless the Borrower shall have given the Bank Agent notice in accordance with Section 1.4(d)(iv2.03(c)(iv) requesting either that such Loan Loans continue as a Loan Loans of such Type for another Interest Period or that such Loan Loans be converted into a Loan Loans of another Type at the end of such Interest Period. (iii) Notwithstanding anything to the contrary contained in Section 1.4(d)(i2.03(c)(i) or (ii), upon the occurrence and during a the continuance of any Default, the Bank Agent may notify the Borrower that Loans may only be converted into or continued as Loans of certain specified Types and, thereafter, until such Default no Default shall continue to existlonger exists, Loans may not be converted into or continued as Loans of any Type other than one or more of such specified Types. (iv) The Borrower shall give the Bank Agent notice (which shall be irrevocable) of each conversion of a Loan Loans or continuation of a LIBOR Eurodollar Rate Loan Loans no later than 10:00 a.m. (New York time) A.M. on, in the case of a conversion into or a continuation of a Prime Base Rate LoanLoans, the Business Day, and, in the case of a conversion into or continuation of a LIBOR Eurodollar Rate LoanLoans, the second third Eurodollar Business Day, before the requested date of such conversion or continuation. Each notice of conversion or continuation shall be in the form of Schedule 1.4(d) (iv2.03(c)(iv) and shall specify (A) the -------------------- requested date of such conversion or continuation, (B) the amount and Type and, in the case of LIBOR Eurodollar Rate Loans, the last day of the applicable Interest Period, Period of the Loan Loans to be converted or continued and continued, (C) the amount and Type or Types of Loans into which such Loan is Loans are to be converted or as which such Loan is Loans are to be continued. , and (vD) Notwithstanding the terms of Section 1.4(d)(ii)requested initial Interest Period, a LIBOR Rate Loan may if any, to be converted into another Type or other Types of Loans prior applicable to the end Loans resulting from such conversion or continuation. Upon receipt of any such notice, the Interest Period applicable thereto Agent shall promptly notify each Bank of (a "Breakfunding Conversion"); provided1) the contents thereof, however, that(2) the amount and Type and, in the case of a -------- ------- Breakfunding ConversionEurodollar Rate Loans, at the written demand last day of the Lender applicable Interest Period of each Loan to be converted or continued by such Bank, (3) the Borrower will amount and Type or Types of Loans into which such Loans are to be pay converted or as which such Loans are to be continued, and (4) the Interest Period, if any, to be applicable to the Lender an amount as determined in accordance with Section 7.6Loans resulting from such conversion or continuation.

Conversion and Continuation. (i) All or any part of the --------------------------- principal amount of Term A Loans, Term B Loans and RC Loans of any Type may, on any Business Day, be converted into any other Type or Types of Term A Loans, subject to Term B Loans and RC Loans, except that (A) Eurodollar Rate Loans may be converted only on the provisions last day of this Section 1.4(d)an applicable Interest Period and (B) Base Rate Loans may be converted into Eurodollar Rate Loans only on a Eurodollar Business Day. (ii) Each Prime Term A Loans, Term B Loan and RC Loan that is a Base Rate Loan shall continue as a Prime Base Rate Loan unless and until such Loan is converted into a Term A Loans, Term B Loan or an RC Loan, as the case may be, of another Type. Each LIBOR Term A Loans, Term B Loan and RC Loan that is a Eurodollar Rate Loan of any Type shall continue as a Term A Loans, Term B Loan or an RC Loan, as the case may be, of such Type until the end of the then current Interest Period therefor, at which time it shall be automatically converted into a Prime Base Rate Loan unless the Borrower shall have given the Bank Administrative Agent notice in accordance with Section 1.4(d)(iv1.03(c) requesting either that such Loan continue as a Loan of such Type for another Interest Period or that such Loan be converted into a Term A Loans, Term B Loan or an RC Loan, as the case may be, of another Type at the end of such Interest Period. (iii) Notwithstanding anything to the contrary contained in Section 1.4(d)(i1.03(c)(i) or (ii), during a Default, the Bank Administrative Agent may notify the Borrower that Term A Loans, Term B Loans and RC Loans may only be converted into or continued as Term A Loans, Term B Loans and RC Loans, as the case may be, of certain specified Types and, thereafter, until no Default shall continue to exist, Term A Loans, Term B Loans and RC Loans may not be converted into or continued as Term A Loans, Term B Loans or RC Loans of any Type other than one or more of such specified Types. (iv) The Borrower shall give the Bank Administrative Agent notice (which shall be irrevocable) of each conversion of a Term A Loans, Term B Loan or an RC Loan or continuation of a LIBOR Term A Loans, Term B Loan or an RC Loan that is a Eurodollar Rate Loan no later than 10:00 a.m. (New York time) onthan, in the case of a conversion into or a continuation of a Prime Base Rate Loan, 11:00 a.m. on the Business DayDay before, and, in the case of a conversion into or continuation of a LIBOR Term A Loans, Term B Loan or an RC Loan that is a Eurodollar Rate Loan, 11:00 a.m. on the second third Eurodollar Business DayDay before, before the requested date of such conversion or continuation. Each notice of conversion or continuation shall be in the form of Schedule 1.4(d) (iv1.03(c) and shall ---------------- specify (A) whether the -------------------- Loans to be converted or continued are Term A Loans, Term B Loans or RC Loans, (B) the requested date of such conversion or continuation, (BC) the amount and Type and, in the case of LIBOR Eurodollar Rate Loans, the last day of the applicable Interest Period, Period of the each Loan to be converted or continued and (CD) the amount and Type or Types of Loans into which such Loans are to be converted or as to which such Loans are to be continued. Upon receipt of any such notice, the Administrative Agent shall promptly notify each Bank of (x) the contents thereof, (y) the amount and Type and, in the case of Eurodollar Rate Loans, the last day of the applicable Interest Period of, each Loan is to be converted or continued by such Bank and (z) the amount and Type or Types of Loans into which such Loans are to be converted or as which such Loan is Loans are to be continued. (v) Notwithstanding the terms of Section 1.4(d)(ii), a LIBOR Rate Loan may be converted into another Type or other Types of Loans prior to the end of the Interest Period applicable thereto (a "Breakfunding Conversion"); provided, however, that, in the case of a -------- ------- Breakfunding Conversion, at the written demand of the Lender the Borrower will be pay to the Lender an amount as determined in accordance with Section 7.6.

Conversion and Continuation. (i) All or any part of the --------------------------- principal amount of Loans of any Type may, on any Business Day, be converted into any other Type or Types of Loans, subject to except that (A) LIBOR Loans may be converted only on the provisions last day of this Section 1.4(d)an applicable Interest Period and (B) Base Rate Loans may be converted into LIBOR Loans only on a LIBOR Business Day. (ii) Each Prime Base Rate Loan Loans shall continue as a Prime Base Rate Loan Loans unless and until such Loan is Loans are converted into a Loan Loans of another Type. Each LIBOR Rate Loan Loans of any Type shall continue as a Loan Loans of such Type until the end of the then current Interest Period therefor, at which time it they shall be automatically converted into (A) LIBOR Loans having a Prime one-month Interest Period, if such Loans are denominated in an Alternative Currency, or (B) Base Rate Loan unless the Borrower Loans, if such Loans are denominated in Dollars, unless, in each case, RGA shall have given the Bank Administrative Agent notice in accordance with Section 1.4(d)(iv1.03(c)(iv) requesting either that such Loan Loans continue as a Loan Loans of such Type for another Interest Period or that such Loan Loans be converted into a Loan Loans of another Type at the end of such Interest Period, provided, however, that such notice shall not include any request that Loans in any Alternative Currency be converted into Base Rate Loans. (iii) Notwithstanding anything to the contrary contained in Section 1.4(d)(i1.03(c)(i) or (ii), during a Default, the Bank Administrative Agent may notify the Borrower RGA that Loans may only be converted into or continued as Loans of certain specified Types and, thereafter, until no Default shall continue to exist, Loans may not be converted into or continued as Loans of any Type other than one or more of such specified Types. (iv) The Borrower RGA shall give the Bank Administrative Agent notice (which shall be irrevocable) of each conversion of a Loan Loans or continuation of a LIBOR Rate Loan Loans no later than 10:00 11:00 a.m. (New York time) on, in the case of a conversion into or a continuation of a Prime Base Rate LoanLoans, the Business DayDay of, and, in the case of a conversion into or continuation of a LIBOR Rate LoanLoans, the second third LIBOR Business DayDay before, before the requested date of such conversion or continuation. Each notice of conversion or continuation shall be in the form of Schedule 1.4(d) (iv1.03(c)(iv) and shall specify (A) the -------------------- requested date of such conversion or continuation, (B) the amount amount, currency and Type and, in the case of LIBOR Rate Loans, the last day of the applicable Interest Period, Period of the Loan Loans to be converted or continued and (C) the amount and Type or Types of Loans into which such Loan is Loans are to be converted or as which such Loan is Loans are to be continued. . Upon receipt of any such notice, the Administrative Agent shall promptly notify each Bank of (vx) Notwithstanding the terms of Section 1.4(d)(ii)contents thereof, a LIBOR Rate Loan may be converted into another (y) the amount and Type or other Types of Loans prior to the end of the Interest Period applicable thereto (a "Breakfunding Conversion"); provided, however, thatand, in the case of a -------- ------- Breakfunding ConversionLIBOR Loans, at the written demand last day of the Lender applicable Interest Period of each Loan to be converted or continued by such Bank and (z) the Borrower will amount and Type or Types of Loans into which such Loans are to be pay converted or as which such Loans are to the Lender an amount as determined in accordance with Section 7.6be continued.

Conversion and Continuation. (i) All or any part of the --------------------------- principal amount of RC Loans of any Type may, on any Business Day, but subject to Section 7.04, be converted into any other Type or Types of RC Loans, subject to the provisions of this Section 1.4(d)except that Base Rate Loans may be converted into Eurodollar Rate Loans only on a Eurodollar Business Day. (ii) Each Prime Base Rate Loan Loans shall continue as a Prime Base Rate Loan Loans unless and until such Loan is Loans are converted into a Loan RC Loans of another Type. Each LIBOR Eurodollar Rate Loan Loans of any Type shall continue as a Loan RC Loans of such Type until the end of the then current Interest Period therefor, at which time it they shall be automatically converted into a Prime Base Rate Loan Loans unless the applicable Borrower shall have given the Bank Agent notice in accordance with Section 1.4(d)(iv1.03(c)(iv) requesting either that such Loan Loans continue as a Loan RC Loans of such Type for another Interest Period or that such Loan Loans be converted into a Loan RC Loans of another Type at the end of such Interest Period. (iii) Notwithstanding anything to the contrary contained in Section 1.4(d)(i1.03(c)(i) or (ii), during a Default, the Bank may Agent shall, if so instructed by the Required Banks, notify the each Borrower that its RC Loans may only be converted into or continued as RC Loans of certain the Types specified Types by the Required Banks and, thereafter, until no Default shall continue to existexist or until the Required Banks shall otherwise agree, RC Loans may not be converted into or continued as RC Loans of any Type other than one or more of such specified Types. (iv) The applicable Borrower shall give the Bank Agent notice (which shall be irrevocable) of each conversion of a Loan its RC Loans or continuation of a LIBOR its Eurodollar Rate Loan Loans no later than 10:00 a.m. (New York time) on, in the case of a conversion into or a continuation of a Prime Base Rate LoanLoans, the Business DayDay before the requested date of such conversion, and, in the case of a conversion into or continuation of a LIBOR Eurodollar Rate LoanLoans, the second third Eurodollar Business Day, Day before the requested date of such conversion or continuation. Each notice of conversion or continuation shall be in the form of Schedule 1.4(d) (iv1.03(c)(iv) and shall specify (A) the -------------------- requested date of such conversion or continuation, (B) the amount and Type and, in the case of LIBOR Eurodollar Rate Loans, the last day of the applicable Interest Period, Period of the Loan Eurodollar Rate Loans to be converted or continued and (C) the amount and Type or Types of RC Loans into which such Loan is RC Loans are to be converted or as which such RC Loans are to be continued. Upon receipt of any such notice, the Agent shall promptly notify each Bank of (x) the contents thereof, (y) the amount and Type and, in the case of Eurodollar Rate Loans, the last day of the applicable Interest Period of each RC Loan is to be converted or continued by such Bank and (z) the amount and Type or Types of RC Loans into which such RC Loans are to be converted or as which such RC Loans are to be continued. (v) Notwithstanding the terms of Section 1.4(d)(ii), a LIBOR Rate Loan RC Loans may not be converted into another Type Bid Rate Loans or other Types of Swing Loans, and Bid Rate Loans prior to the end of the Interest Period applicable thereto (a "Breakfunding Conversion"and Swing Loans may not be converted, except as required under Section 7.01(b); provided, however, that, in the case of a -------- ------- Breakfunding Conversion, at the written demand of the Lender the Borrower will be pay to the Lender an amount as determined in accordance with Section 7.6or continued.

Conversion and Continuation. (i) All or any part of the --------------------------- principal amount of Loans of any Type Loan may, on any Business Day, be converted into any other Type another type or Types types of Loans, subject to except that Eurodollar Loans may be converted only on the provisions last day of this Section 1.4(d)the applicable Interest Period. (ii) Base Rate Loans shall continue as Base Rate Loans unless and until such Loans are converted into Eurodollar Loans of any type. Each Prime Rate Eurodollar Loan shall continue as a Prime Rate Eurodollar Loan unless and until such Loan is converted into a Loan of another Type. Each LIBOR Rate Loan of any Type shall continue as a Loan of such Type until the end of the then current Interest Period therefor, at which time it shall be automatically converted into a Prime Base Rate Loan unless the Borrower Company shall have given the Bank Administrative Agent notice in accordance with Section 1.4(d)(iv2.02(c)(iv) hereof requesting either that such Loan Eurodollar Loans continue as a Loan Eurodollar Loans of such Type type for another Interest Period or that such Loan Eurodollar Loans be converted into a Loan Eurodollar Loans of another Type type at the end of such Interest Period. (iii) Notwithstanding anything to the contrary contained in Section 1.4(d)(i2.02(c)(i) or (ii), during a an Event of Default, the Bank may Administrative Agent shall, at the direction of the Majority Banks, notify the Borrower Company that Loans may only be converted into or continued as Loans of certain specified Types types and, thereafter, until no Event of Default shall continue to exist, Loans may not be converted into or continued as Loans of any Type type other than one or more of such specified Typestypes. (iv) The Borrower Company shall give the Bank notice Administrative Agent (which shall be irrevocablepromptly notify the Banks) notice of each conversion of a Loan or continuation of a LIBOR Rate Loan no later than 10:00 a.m. Loans hereunder substantially in the form of Schedule 2.02(c) hereto, which notices shall be irrevocable and effective only upon receipt by the Administrative Agent, shall specify (New York timex) on, the aggregate amount and the type of the Loans to be converted or continued and (in the case of a conversion into or a continuation Eurodollar Loans) the duration of a Prime Rate Loanthe Interest Period therefor, the Business Day, and, in the case of a conversion into or continuation of a LIBOR Rate Loan, the second Business Day, before (y) the requested date of such conversion or continuation. Each notice of conversion or continuation shall be in the form of Schedule 1.4(d) and (iv) and shall specify (A) the -------------------- requested date of such conversion or continuation, (Bz) the amount and Type and, in the case of LIBOR Rate Loans, the last day of the applicable Interest Period, of the Loan to be converted type or continued and (C) the amount and Type or Types types of Loans into which such Loan is Loans are to be converted or as which such Loan is Loans are to be continued. (v) Notwithstanding , and shall be given not later than 11:00 a.m. New York time on the terms day which is not less than the number of Section 1.4(d)(ii), a LIBOR Rate Loan may be converted into another Type or other Types of Loans Business Days prior to the end date of such conversion into or continuation as the Interest Period applicable thereto (a "Breakfunding Conversion"); providedtype of Loans specified below: Type Number of Business Days ---- ----------------------- Base Rate Loan 0 Eurodollar Loan 3 Notwithstanding the foregoing, however, that, any notice given by the Company to the Administrative Agent under this Section 2.02(c)(iv) may be given orally by telephone and confirmed in writing within one Business Day. In the case of a -------- ------- Breakfunding Conversionany discrepancies between oral and written notices received by the Administrative Agent, at the written demand of oral notice shall be effective as understood in good faith by the Lender the Borrower will be pay to the Lender an amount as determined in accordance with Section 7.6Administrative Agent.

Conversion and Continuation. (i) All Subject to Section 7.03, all or any part of the --------------------------- principal amount of Loans of any Type may, on any Business Day, be converted into any other Type or Types of Loans (except that Loans made to Xpedite UK may not be converted into Base Rate Loans), subject to the provisions of this Section 1.4(d)except that Base Rate Loans may be converted into Eurocurrency Rate Loans only on a Eurocurrency Business Day. (ii) Each Prime Base Rate Loan Loans shall continue as a Prime Base Rate Loan Loans unless and until such Loan is Loans are converted into a Loan Loans of another Type. Each LIBOR Eurocurrency Rate Loan Loans of any Type shall continue as a Loan Loans of such Type until the end of the then current Interest Period therefor, at which time it they shall be automatically converted into into, in the case of Loans made to the Company, Base Rate Loans and, in the case of Loans made to Xpedite UK, Eurocurrency Rate Loans having a Prime Rate Loan unless one month Interest Period unless, in either case, the applicable Borrower shall have given the Bank Administrative Agent notice in accordance with Section 1.4(d)(iv1.03(c)(iv) requesting either that such Loan Loans continue as a Loan Loans of such Type for another Interest Period or that such Loan Loans be converted into a Loan Loans of another Type at the end of such Interest Period. (iii) Notwithstanding anything to the contrary contained in Section 1.4(d)(i1.03(c)(i) or (ii), during a Default, the Bank Administrative Agent may notify the Borrower Borrowers that Loans may only be converted into or continued as Loans of certain specified Types and, thereafter, until no Default shall continue to exist, Loans may not be converted into or continued as Loans of any Type other than one or more of such specified Types. (iv) The applicable Borrower shall give the Bank Administrative Agent notice (which shall be irrevocable) of each conversion of a Loan Loans or continuation of a LIBOR Eurocurrency Rate Loan Loans no later than 10:00 11:00 a.m. (New York City time) on, in the case of a conversion of Loans made to the Company into or a continuation of a Prime Base Rate LoanLoans, the Business DayDay before, and, in the case of a conversion into or continuation of a LIBOR Eurocurrency Rate LoanLoans, the second third Eurocurrency Business DayDay before, before the requested date of such conversion or continuation. Each notice of conversion or continuation shall be in the form of Schedule 1.4(d) (iv1.03(c)(iv) and shall specify (A) -------------------- the -------------------- requested date of such conversion or continuation, (B) the amount and Type and, in the case of LIBOR Eurocurrency Rate Loans, the last day of the applicable Interest Period, Period of the Loan Loans to be converted or continued and (C) the amount and Type or Types of Loans into which such Loan is Loans are to be converted or as which such Loan is Loans are to be continued. . Upon receipt of any such notice, the Administrative Agent shall promptly notify each Bank of (vx) Notwithstanding the terms of Section 1.4(d)(ii)contents thereof, a LIBOR Rate Loan may be converted into another (y) the amount and Type or other Types of Loans prior to the end of the Interest Period applicable thereto (a "Breakfunding Conversion"); provided, however, thatand, in the case of a -------- ------- Breakfunding ConversionEurocurrency Rate Loans, at the written demand last day of the Lender applicable Interest Period of each Loan to be converted or continued by such Bank and (z) the Borrower will amount and Type or Types of Loans into which such Loans are to be pay converted or as which such Loans are to the Lender an amount as determined in accordance with Section 7.6be continued.

Conversion and Continuation. (i) All or any part of the --------------------------- principal amount of Loans of any Type of any Kind may, on any Business Day, be converted into any other Type or Types of the same Kind of Loans, subject to except that (A) LIBOR Rate Loans may be converted only on the last day of an applicable Interest Period and (B) Base Rate or Federal Funds Rate Loans may be converted into LIBOR Rate Loans only on a LIBOR Business Day. Notwithstanding any other provisions in this Agreement a Loan of this Section 1.4(d)any Kind cannot be converted into a Loan or Loans of a different Kind. (ii) Each Prime Base Rate Loan and Federal Funds Rate Loans shall continue as a Prime Base Rate Loan or Federal Funds Rate Loans, as the case may be, unless and until such Loan is Loans are converted into a Loan Loans of another Type. Each LIBOR Rate Loan Loans of any Type shall continue as a Loan Loans of such Type until the end of the then current Interest Period therefor, at which time it they shall be automatically converted into a Prime Base Rate Loan Loans or Federal Funds Rate Loans, as the case may be, unless the Borrower shall have given the Bank Agent notice in accordance with Section 1.4(d)(iv1.03(e)(iv) requesting either that such Loan Loans continue as a Loan Loans of such Type for another Interest Period or that such Loan Loans be converted into a Loan Loans of another Type at the end of such Interest Period. (iii) Notwithstanding anything to the contrary contained in Section 1.4(d)(i1.03(e)(i) or (ii), during a Default, Default the Bank Agent may notify the Borrower that Loans may only be converted into or continued as Loans of certain specified Types and, thereafter, until no Default shall continue to exist, Loans may not be converted into or continued as Loans of any Type other than one or more of such specified Types. (iv) The Borrower shall give the Bank Agent notice (which shall be irrevocable) of each conversion of a Loan Loans or continuation of a LIBOR Rate Loan Loans no later than 10:00 a.m. 2:00 p.m. (New York time) on, in the case of a conversion into Base Rate or a continuation of a Prime Federal Funds Rate LoanLoans, the Business Day, and, in the case of a conversion into or continuation of a LIBOR Rate LoanLoans, the second third LIBOR Business Day, before the requested date of such conversion or continuation. Each notice of conversion or continuation shall be in the form of Schedule 1.4(d) (iv1.03(e)(iv) and shall specify (A) the -------------------- requested date of such conversion or continuation, (B) the amount amount, Kind and Type and, in the case of LIBOR Rate Loans, the last day of the applicable Interest Period, of the Loan to be converted or continued and (C) the amount and Type or Types of Loans into which such Loan is to be converted or as which such Loan is to be continued. (v) Notwithstanding the terms of Section 1.4(d)(ii), a LIBOR Rate Loan may be converted into another Type or other Types of Loans prior to the end of the Interest Period applicable thereto (a "Breakfunding Conversion"); provided, however, that, in the case of a -------- ------- Breakfunding Conversion, at the written demand of the Lender the Borrower will be pay to the Lender an amount as determined in accordance with Section 7.6.in

Conversion and Continuation. (i) All or any part of the --------------------------- principal amount of Loans of any Type may, on any Business Day, be converted into any other Type or Types of Loans, subject to except that (A) Eurodollar Rate Loans may be converted only on the provisions last day of this Section 1.4(d)an applicable Interest Period and (B) Base Rate Loans may be converted into Eurodollar Rate Loans only on a Eurodollar Business Day. (ii) Each Prime Base Rate Loan Loans shall continue as a Prime Base Rate Loan Loans unless and until such Loan is Loans are converted into a Loan Loans of another Type. Each LIBOR Eurodollar Rate Loan Loans of any Type shall continue as a Loan Loans of such Type until the end of the then current Interest Period therefor, at which time it they shall be automatically converted into a Prime Base Rate Loan Loans unless the Borrower shall have given the Bank Agent notice in accordance with Section 1.4(d)(iv2.03(c)(iv) requesting either that such Loan Loans continue as a Loan Loans of such Type for another Interest Period or that such Loan Loans be converted into a Loan Loans of another Type at the end of such Interest Period. (iii) Notwithstanding anything to the contrary contained in Section 1.4(d)(i2.03(c)(i) or (ii), during a Default, the Bank Agent may notify the Borrower that Loans may only be converted into or continued as Loans of certain specified Types and, thereafter, until no Default shall continue to exist, Loans may not be converted into or continued as Loans of any Type other than one or more of such specified Types. (iv) The Borrower shall give the Bank Agent notice (which shall be irrevocable) of each conversion of a Loan Loans or continuation of a LIBOR Eurodollar Rate Loan Loans no later than 10:00 a.m. (New York time) on, in the case of a conversion into or a continuation of a Prime Base Rate LoanLoans, the Business Day, and, in the case of a conversion into or continuation of a LIBOR Eurodollar Rate LoanLoans, the second third Eurodollar Business Day, before the requested date of such conversion or continuation. Each notice of conversion or continuation shall be in the form of Schedule 1.4(d) (iv2.03(c)(iv) and shall specify (A) the -------------------- requested date of such conversion or continuation, (B) the amount and Type and, in the case of LIBOR Eurodollar Rate Loans, the last day of the applicable Interest Period, Period of the Loan Loans to be converted or continued and (C) the amount and Type or Types of Loans into which such Loan is Loans are to be converted or as which such Loan is Loans are to be continued. . Upon receipt of any such notice, the Agent shall promptly notify each Bank of (vx) Notwithstanding the terms of Section 1.4(d)(ii)contents thereof, a LIBOR Rate Loan may be converted into another (y) the amount and Type or other Types of Loans prior to the end of the Interest Period applicable thereto (a "Breakfunding Conversion"); provided, however, thatand, in the case of a -------- ------- Breakfunding ConversionEurodollar Rate Loans, at the written demand last day of the Lender applicable Interest Period of each Loan to be converted or continued by such Bank and (z) the Borrower will amount and Type or Types of Loans into which such Loans are to be pay converted or as which such Loans are to the Lender an amount as determined in accordance with Section 7.6be continued.

Conversion and Continuation. (i) All or any part of the --------------------------- principal amount of Loans of any Type may, on any Business Day, be converted into any other Type or Types of Loans, subject to except that (A) Eurodollar Rate Loans may be converted only on the provisions last day of this Section 1.4(d)the applicable Interest Periods therefor and (B) Base Rate Loans may be converted into Eurodollar Rate Loans only on a Eurodollar Business Day. (ii) Each Prime Base Rate Loan Loans shall continue as a Prime Base Rate Loan Loans unless and until such Loan is Loans are converted into a Loan Loans of another Type. Each LIBOR Eurodollar Rate Loan Loans of any Type shall continue as a Loan Loans of such Type until the end of the then current Interest Period therefor, at which time it they shall be automatically converted into a Prime Base Rate Loan Loans unless the Borrower shall have given the Bank Administrative Agent notice in accordance with Section 1.4(d)(iv1.03(c)(iv) requesting either that such Loan Loans continue as a Loan Loans of such Type for another Interest Period or that such Loan Loans be converted into a Loan Loans of another Type at the end of such Interest Period. (iii) Notwithstanding anything to the contrary contained in Section 1.4(d)(i1.03(c)(i) or (ii), during a Defaultso long as an Event of Default shall have occurred and be continuing, the Bank Administrative Agent may (and, at the request of Banks having more than 66_% of the Loans outstanding (or, if there are no Loans outstanding, more than 66_% of the Total Commitment), shall) notify the Borrower that Loans may only be converted into or continued upon the expiration of the applicable current Interest Period therefor as Loans of certain specified Types and, thereafter, until no Event of Default shall continue to exist, Loans may not be converted into or continued as Loans of any Type other than one or more of such specified Types. (iv) The Borrower shall give the Bank Administrative Agent notice (which shall be irrevocable) of each conversion of a Loan Loans or continuation of a LIBOR Eurodollar Rate Loan Loans no later than 10:00 11:00 a.m. (New York time) on, in the case of a conversion into or a continuation of a Prime Base Rate LoanLoans, the Business Day, Day and, in the case of a conversion into or continuation of a LIBOR Eurodollar Rate LoanLoans, the second third Eurodollar Business Day, Day before the requested date of such conversion or continuation. Each notice of conversion or continuation shall be in the form of Schedule 1.4(d) (iv1.03(c)(iv) and shall specify (A) the -------------------- requested date of such conversion or continuation, (B) whether such Loans are Tranche A Loans or Tranche B Loans (or a combination thereof), (C) the amount and Type and, in the case of LIBOR Eurodollar Rate Loans, the last day of the applicable Interest Period, of Period for the Loan Loans to be converted or continued and (CD) the amount and Type or Types of Loans into which such Loan is Loans are to be converted or as which such Loan is Loans are to be continued. . Upon receipt of any such notice, the Administrative Agent shall promptly notify each Bank of (vw) Notwithstanding the terms of Section 1.4(d)(ii)contents thereof, a LIBOR Rate Loan may be converted into another (x) the amount and Type or other Types of Loans prior to the end of the Interest Period applicable thereto (a "Breakfunding Conversion"); provided, however, thatand, in the case of a -------- ------- Breakfunding ConversionEurodollar Rate Loans, at the written demand last day of the Lender applicable Interest Period for each Loan to be converted or continued by such Bank, (y) whether such Loans are Tranche A Loans or Tranche B Loans (or a combination thereof) and (z) the Borrower will amount and Type or Types of Loans into which such Loans are to be pay converted or as which such Loans are to the Lender an amount as determined in accordance with Section 7.6be continued.

Conversion and Continuation. (i) All Subject to Section 7.03, all or --------------------------- any part of the --------------------------- principal amount of Loans of any Type may, on any Business Day, be converted into any other Type or Types of Loans (except that Loans made to Xpedite UK may not be converted into Base Rate Loans), subject to the provisions of this Section 1.4(d)except that Base Rate Loans may be converted into Eurocurrency Rate Loans only on a Eurocurrency Business Day. (ii) Each Prime Base Rate Loan Loans shall continue as a Prime Base Rate Loan Loans unless and until such Loan is Loans are converted into a Loan Loans of another Type. Each LIBOR Eurocurrency Rate Loan Loans of any Type shall continue as a Loan Loans of such Type until the end of the then current Interest Period therefor, at which time it they shall be automatically converted into into, in the case of Loans made to the Company, Base Rate Loans and, in the case of Loans made to Xpedite UK, Eurocurrency Rate Loans having a Prime Rate Loan unless one month Interest Period unless, in either case, the applicable Borrower shall have given the Bank Administrative Agent notice in accordance with Section 1.4(d)(iv1.03(c)(iv) requesting either that such Loan Loans continue as a Loan Loans of such Type for another Interest Period or that such Loan Loans be converted into a Loan Loans of another Type at the end of such Interest Period. (iii) Notwithstanding anything to the contrary contained in Section 1.4(d)(i1.03(c)(i) or (ii), during a Default, the Bank Administrative Agent may notify the Borrower Borrowers that Loans may only be converted into or continued as Loans of certain specified Types and, thereafter, until no Default shall continue to exist, Loans may not be converted into or continued as Loans of any Type other than one or more of such specified Types. (iv) The applicable Borrower shall give the Bank Administrative Agent notice (which shall be irrevocable) of each conversion of a Loan Loans or continuation of a LIBOR Eurocurrency Rate Loan Loans no later than 10:00 11:00 a.m. (New York City time) on, in the case of a conversion of Loans made to the Company into or a continuation of a Prime Base Rate LoanLoans, the Business DayDay before, and, in the case of a conversion into or continuation of a LIBOR Eurocurrency Rate LoanLoans, the second third Eurocurrency Business DayDay before, before the requested date of such conversion or continuation. Each notice of conversion or continuation shall be in the form of Schedule 1.4(d) (iv1.03(c)(iv) and shall specify (A) -------------------- the -------------------- requested date of such conversion or continuation, (B) the amount and Type and, in the case of LIBOR Eurocurrency Rate Loans, the last day of the applicable Interest Period, Period of the Loan Loans to be converted or continued and (C) the amount and Type or Types of Loans into which such Loan is Loans are to be converted or as which such Loan is Loans are to be continued. . Upon receipt of any such notice, the Administrative Agent shall promptly notify each Bank of (vx) Notwithstanding the terms of Section 1.4(d)(ii)contents thereof, a LIBOR Rate Loan may be converted into another (y) the amount and Type or other Types of Loans prior to the end of the Interest Period applicable thereto (a "Breakfunding Conversion"); provided, however, thatand, in the case of a -------- ------- Breakfunding ConversionEurocurrency Rate Loans, at the written demand last day of the Lender applicable Interest Period of each Loan to be converted or continued by such Bank and (z) the Borrower will amount and Type or Types of Loans into which such Loans are to be pay converted or as which such Loans are to the Lender an amount as determined in accordance with Section 7.6be continued.

Conversion and Continuation. (i) All or any part of the --------------------------- principal amount of Loans of any Type may, on any Business Day, be converted into any other Type or Types of Loans, subject to except that (A) Eurodollar Rate Loans may be converted only on the provisions last day of this Section 1.4(d)an applicable Interest Period, (B) Base Rate Loans may be converted into Eurodollar Rate Loans only on a Eurodollar Business Day and (C) Swing Loans shall be maintained as Base Rate Loans at all times. (ii) Each Prime Base Rate Loan Loans shall continue as a Prime Base Rate Loan Loans unless and until such Loan is Loans are converted into a Loan Loans of another Type. Each LIBOR Eurodollar Rate Loan Loans of any Type shall continue as a Loan Loans of such Type until the end of the then current Interest Period therefor, at which time it they shall be automatically converted into a Prime Base Rate Loan Loans unless the Borrower shall have given the Bank Agent notice in accordance with Section 1.4(d)(iv1.04(c)(iv) requesting either that such Loan Loans continue as a Loan Loans of such Type for another Interest Period or that such Loan Loans be converted into a Loan Loans of another Type at the end of such Interest Period. (iii) Notwithstanding anything to the contrary contained in Section 1.4(d)(i1.04(c)(i) or (ii), during a Default, the Bank may Agent may, and upon the direction of the Required Banks shall, notify the Borrower that Loans may only be converted into or continued as Loans of certain specified Types and, thereafter, until no Default shall continue to exist, Loans may not be converted into or continued as Loans of any Type other than one or more of such specified Types. (iv) The Borrower shall give the Bank Agent notice (which shall be irrevocable) of each conversion of a Loan Loans or continuation of a LIBOR Eurodollar Rate Loan Loans no later than 10:00 a.m. (New York time) on, in the case of a conversion into or a continuation of a Prime Base Rate LoanLoans, the Business Day, and, in the case of a conversion into or continuation of a LIBOR Eurodollar Rate LoanLoans, the second third Eurodollar Business Day, before the requested date of such conversion or continuation. Each notice of conversion or continuation shall be in the form of Schedule 1.4(d) (iv1.04(c)(iv) and shall specify (A) the -------------------- requested date of such conversion or continuation, (B) the amount and Type and, in the case of LIBOR Eurodollar Rate Loans, the last day of the applicable Interest Period, Period of the Loan Loans to be converted or continued and (C) the amount and Type or Types of Loans into which such Loan is Loans are to be converted or as which such Loan is Loans are to be continued. . Upon receipt of any such notice, the Agent shall promptly notify each Bank of (vx) Notwithstanding the terms of Section 1.4(d)(ii)contents thereof, a LIBOR Rate Loan may be converted into another (y) the amount and Type or other Types of Loans prior to the end of the Interest Period applicable thereto (a "Breakfunding Conversion"); provided, however, thatand, in the case of a -------- ------- Breakfunding ConversionEurodollar Rate Loans, at the written demand last day of the Lender applicable Interest Period of each Loan to be converted or continued by such Bank and (z) the Borrower will amount and Type or Types of Loans into which such Loans are to be pay converted or as which such Loans are to the Lender an amount as determined in accordance with Section 7.6be continued.

Conversion and Continuation. (i) All or any part of the --------------------------- principal amount of Loans of any Type of any Kind may, on any Business Day, be converted into any other Type or Types of the same Kind of Loans, subject to except that (A) LIBOR Rate Loans may be converted only on the last day of an applicable Interest Period and (B) Base Rate or Federal Funds Rate Loans may be converted into LIBOR Rate Loans only on a LIBOR Business Day. Notwithstanding any other provisions in this Agreement a Loan of this Section 1.4(d)any Kind cannot be converted into a Loan or Loans of a different Kind. (ii) Each Prime Base Rate Loan and Federal Funds Rate Loans shall continue as a Prime Base Rate Loan or Federal Funds Rate Loans, as the case may be, unless and until such Loan is Loans are converted into a Loan Loans of another Type. Each LIBOR Rate Loan Loans of any Type shall continue as a Loan Loans of such Type until the end of the then current Interest Period therefor, at which time it they shall be automatically converted into a Prime Base Rate Loan Loans unless the Borrower shall have given the Bank Agent notice in accordance with Section 1.4(d)(iv1.03(e)(iv) requesting either that such Loan Loans continue as a Loan Loans of such Type for another Interest Period or that such Loan Loans be converted into a Loan Loans of another Type at the end of such Interest Period. (iii) Notwithstanding anything to the contrary contained in Section 1.4(d)(i1.03(e)(i) or (ii), during a Default, Default the Bank Agent may notify the Borrower that Loans may only be converted into or continued as Loans of certain specified Types and, thereafter, until no Default shall continue to exist, Loans may not be converted into or continued as Loans of any Type other than one or more of such specified Types. (iv) The Borrower shall give the Bank Agent notice (which shall be irrevocable) of each conversion of a Loan Loans or continuation of a LIBOR Rate Loan Loans no later than 10:00 a.m. 2:00 p.m. (New York time) on, in the case of a conversion into Base Rate or a continuation of a Prime Federal Funds Rate LoanLoans, the Business Day, and, in the case of a conversion into or continuation of a LIBOR Rate LoanLoans, the second third LIBOR Business Day, before the requested date of such conversion or continuation. Each notice of conversion or continuation shall be in the form of Schedule 1.4(d) (iv1.03(e)(iv) and shall specify (A) the -------------------- requested date of such conversion or continuation, (B) the amount amount, Kind and Type and, in the case of LIBOR Rate Loans, the last day of the applicable Interest Period, Period of the Loan Loans to be converted or continued and (C) the amount and Type or Types of Loans into which such Loan is Loans are to be converted or as which such Loan is Loans are to be continued. . Upon receipt of any such notice, the Agent shall promptly notify each Bank of (vx) Notwithstanding the terms of Section 1.4(d)(ii)contents thereof, a LIBOR Rate Loan may be converted into another (y) the amount, Kind and Type or other Types of Loans prior to the end of the Interest Period applicable thereto (a "Breakfunding Conversion"); provided, however, thatand, in the case of a -------- ------- Breakfunding ConversionLIBOR Rate Loans, at the written demand last day of the Lender applicable Interest Period of each Loan to be converted or continued by such Bank and (z) the Borrower will amount and Type or Types of Loans into which such Loans are to be pay converted or as which such Loans are to the Lender an amount as determined in accordance with Section 7.6be continued.