Common use of Conversion/Continuation Option Clause in Contracts

Conversion/Continuation Option. (a) Each Borrower may elect (i) (A) at any time on any Business Day to convert Base Rate Loans (other than Swingline Loans) or any portion thereof to Eurodollar Rate Loans and (B) at the end of any applicable Interest Period, to convert Eurodollar Rate Loans or any portion thereof into Base Rate Loans or to continue such Eurodollar Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the Eurodollar Loans for each Interest Period must be in the amount of at least $5,000,000 or an integral multiple of $1,000,000 in excess thereof, and (ii) (A) at any time on any Business Day to convert Swingline Loans that are Base Rate Loans or any portion thereof to LMIR Loans and (B) to convert LMIR Rate Loans or any portion thereof into Base Rate Loans; provided, however, that the aggregate amount of the LMIR Loans must be in the amount of at least $100,000 or an integral multiple of $100,000 in excess thereof. Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s Ratable Portion. Each such election shall be in substantially the form of Exhibit F (a “Notice of Conversion or Continuation”) and shall be made by the Parent Borrower giving the Administrative Agent at least three Business Days’ prior written notice specifying (w) whether the Parent Borrower is requesting such conversion or continuation on behalf of itself or for another Borrower (and if on behalf of another Borrower, the identity of such Borrower), (x) the amount and type of Loan being converted or continued, (y) in the case of a conversion to or a continuation of Eurodollar Rate Loans, the applicable Interest Period and (z) in the case of a conversion, the date of such conversion.

Conversion/Continuation Option. (a) Each The Borrower may elect (i) (A) at any time on any Business Day to convert Base Rate Loans (other than Swingline Loans) or any portion thereof to Eurodollar Rate Loans and or (Bii) at the end of any applicable Interest PeriodPeriod with respect thereto, to convert Eurodollar Rate Loans or any portion thereof into Base Rate Loans Loans, or to continue such Eurodollar Rate Loans or any portion thereof for an additional Interest Period; providedPROVIDED, howeverHOWEVER, that the aggregate amount of the Eurodollar Loans for each Interest Period therefor must be in the amount of at least $5,000,000 or an integral multiple of $1,000,000 in excess thereof, and (ii) (A) at any time on any Business Day to convert Swingline Loans that are Base Rate Loans or any portion thereof to LMIR Loans and (B) to convert LMIR Rate Loans or any portion thereof into Base Rate Loans; provided, however, that the aggregate amount of the LMIR Loans must be in the amount of at least $100,000 or an integral multiple of $100,000 in excess thereof. Each conversion or continuation shall be allocated among the Loans of each Lender all Lenders in accordance with such Lender’s their Ratable PortionPortions. Each such election shall be in substantially the form of Exhibit F EXHIBIT C (a “Notice of Conversion or Continuation”"NOTICE OF CONVERSION OR CONTINUATION") and shall be made by the Parent Borrower giving the Administrative Agent at least three Business Days’ Days prior written notice thereof specifying (w) whether the Parent Borrower is requesting such conversion or continuation on behalf of itself or for another Borrower (and if on behalf of another Borrower, the identity of such Borrower), (xA) the amount and type of Loan being converted conversion or continuedcontinuation, (yB) in the case of a conversion to or a continuation of Eurodollar Rate Loans, the applicable Interest Period therefor, and (zC) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurodollar Rate Loans, shall also be the last day of the Interest Period therefor). The Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the contents thereof. Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurodollar Rate Loans, and no continuation in whole or in part of Eurodollar Rate Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Event of Default shall have occurred and be continuing. If, within the time period required under the terms of this Section 2.7, the Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Eurodollar Rate Loans for an additional Interest Period or to convert any such conversionLoans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) Each The Subsidiary Borrower may elect (i) (A) at any time on any Business Day to convert Base Rate Loans (other than Swingline Loans) or any portion thereof to Eurodollar Rate Loans and or (Bii) at the end of any applicable Interest PeriodPeriod with respect thereto, to convert Eurodollar Rate Loans or any portion thereof into Base Rate Loans Loans, or to continue such Eurodollar Rate Loans or any portion thereof as Eurodollar Rate Loans for an additional Interest Period; provided, however, that the aggregate amount of the Eurodollar Rate Loans so converted or so continued for each Interest Period must be in the amount of at least $5,000,000 or an integral multiple of $1,000,000 5,000,000 in excess thereof, and (ii) (A) at any time on any Business Day to convert Swingline Loans that are Base Rate Loans or any portion thereof to LMIR Loans and (B) to convert LMIR Rate Loans or any portion thereof into Base Rate Loans; provided, however, that the aggregate amount of the LMIR Loans must be in the amount of at least $100,000 or an integral multiple of $100,000 in excess thereof. Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s Ratable Portion. Each such election shall be in substantially the form of Exhibit F E hereto (a “"Notice of Conversion or Continuation”") and shall be made by the Parent Borrower giving the Administrative Agent at least one Business Day's, in the case of a conversion to a Base Rate Loan, and three Business Days’ ', in the case of a conversion to or a continuation of a Eurodollar Rate Loan, prior written notice thereof specifying (w) whether the Parent Borrower is requesting such conversion or continuation on behalf of itself or for another Borrower (and if on behalf of another Borrower, the identity of such Borrower), (xA) the amount and type of Loan being converted conversion or continuedcontinuation, (yB) in the case of a conversion to or a continuation of Eurodollar Rate Loans, the applicable Interest Period therefor, and (zC) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from a Eurodollar Rate Loan, shall also be the last day of the Interest Period therefor). The Administrative Agent shall promptly (but in any event on the same day) notify each Bank of its receipt of a Notice of Conversion or Continuation and of the contents thereof. Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurodollar Rate Loans, and no continuation in whole or in part of Eurodollar Rate Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Event of Default shall have occurred and be continuing. If, within the time period required under the terms of this Section 3.1, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Subsidiary Borrower containing an election to continue all or any portion of the Eurodollar Rate Loans for an additional Interest Period or to convert all or any portion of such conversionSubsidiary Loans, then, upon the expiration of the Interest Period therefor, such Subsidiary Loans or the portions thereof for which an election to continue or convert has not been made will be automatically converted to Base Rate Loans. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) Each The Borrower may elect (i) (A) at any time on any Business Day to convert Base Rate Loans (other than Swingline Loans) or any portion thereof to Eurodollar Rate Loans and or (Bii) at the end of any applicable Interest PeriodPeriod with respect thereto, to convert Eurodollar Rate Loans or any portion thereof into Base Rate Loans Loans, or to continue such Eurodollar Rate Loans or any portion thereof as Eurodollar Rate Loans for an additional Interest Period; provided, however, that the aggregate amount of the Eurodollar Rate Loans of the Borrower so converted or so continued for each Interest Period must be not less than $1,000,000 and in the amount of at least $5,000,000 or an integral multiple multiples of $1,000,000 in excess thereof, and (ii) (A) at any time on any Business Day to convert Swingline Loans that are Base Rate Loans or any portion thereof to LMIR Loans and (B) to convert LMIR Rate Loans or any portion thereof into Base Rate Loans; provided, however, that the aggregate amount of the LMIR Loans must be in the amount of at least $100,000 or an integral multiple of $100,000 500,000 in excess thereof. Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s Ratable Portion. Each such election shall be in substantially the form of Exhibit F (a “"Notice of Conversion or Continuation”") and shall be made by the Parent Borrower giving the Administrative Agent Lender at least three Business two Banking Days’ , in the case of a conversion to or a continuation of a Base Rate Loan, and four Banking Days, in the case of a conversion to or a continuation of a Eurodollar Rate Loan, prior written notice thereof specifying (w) whether the Parent Borrower is requesting such conversion or continuation on behalf of itself or for another Borrower (and if on behalf of another Borrower, the identity of such Borrower), (xA) the amount and type of Loan being converted conversion or continuedcontinuation, (yB) in the case of a conversion to or a continuation of Eurodollar Rate Loans, the applicable Interest Period therefor, and (zC) in the case of a conversion, the date of such conversion.conversion (which date shall be a Banking Day and, if a conversion from a Eurodollar Rate Loan, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurodollar Rate Loans, and no continuation in whole or in part of Eurodollar Rate Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Event of Default shall have occurred and be continuing. If, within the time

Conversion/Continuation Option. (a) Each The U.S. Borrower may elect (i) (A) at any time on any Business Day to convert Base Rate Loans (other than Swingline Swing Loans) or any portion thereof to Eurodollar Eurocurrency Rate Loans and (B) at the end of any applicable Interest Period, to convert Eurodollar Eurocurrency Rate Loans or any portion thereof into Base Rate Loans or to continue such Eurodollar Eurocurrency Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the Eurodollar Eurocurrency Rate Loans for each Interest Period must be in not less than the amount Minimum Currency Threshold. The U.K. Borrower and the Dutch Borrower may elect the length of at least $5,000,000 the new Interest Period or an integral multiple of $1,000,000 in excess thereof, and (ii) (A) at any time on any Business Day Interest Periods with respect to convert Swingline Loans that are Base such Borrower's Eurocurrency Rate Loans or any portion thereof at the end of the then current Interest Period with respect to LMIR Loans and (B) to convert LMIR Rate Loans or any portion thereof into Base Rate such Loans; provided, however, that the aggregate amount of the LMIR Eurocurrency Rate Loans for each Interest Period must be in not less than the amount of at least $100,000 or an integral multiple of $100,000 in excess thereofMinimum Currency Threshold. Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s 's Ratable Portion. Each such election shall be in substantially the form of Exhibit F (a “Form of Notice of Conversion or Continuation”) (a "Notice of Conversion or Continuation") and shall be made by the Parent Borrower giving the Administrative Agent at least three Business Days’ ' prior written notice specifying (w) whether the Parent Borrower is requesting such conversion or continuation on behalf of itself or for another Borrower (and if on behalf of another Borrower, the identity of such Borrower), (xA) the amount and type of Loan being converted or continued, (yB) in the case of a conversion to or a continuation of Eurodollar Eurocurrency Rate Loans, the applicable Interest Period and (zC) in the case of a conversion, the date of such conversion.

Conversion/Continuation Option. (a) Each The Borrower may elect (i) (A) at any time on any Business Day to convert Base Rate Loans (other than Swingline Loans) or any portion thereof to Eurodollar Rate Loans and or (Bii) at the end of any applicable Interest PeriodPeriod with respect thereto, to convert Eurodollar Rate Loans or any portion thereof into Base Rate Loans Loans, or to continue such Eurodollar Rate Loans or any portion thereof as Eurodollar Rate Loans for an additional Interest Period; provided, however, that the aggregate amount of the Eurodollar Rate Loans of the Borrower so converted or so continued for each Interest Period must be in the amount of at least $5,000,000 or an integral multiple of $1,000,000 5,000,000 in excess thereof, and (ii) (A) at any time on any Business Day to convert Swingline Loans that are Base Rate Loans or any portion thereof to LMIR Loans and (B) to convert LMIR Rate Loans or any portion thereof into Base Rate Loans; provided, however, that the aggregate amount of the LMIR Loans must be in the amount of at least $100,000 or an integral multiple of $100,000 in excess thereof. Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s Ratable Portion. Each such election shall be in substantially the form of Exhibit F C hereto (a “"Notice of Conversion or Continuation”") and shall be made by the Parent Borrower giving the Administrative Agent at least one Business Day's, in the case of a conversion to a Base Rate Loan, and three Business Days’ ', in the case of a conversion to or a continuation of a Eurodollar Rate Loan, prior written notice thereof specifying (w) whether the Parent Borrower is requesting such conversion or continuation on behalf of itself or for another Borrower (and if on behalf of another Borrower, the identity of such Borrower), (xA) the amount and type of Loan being converted conversion or continuedcontinuation, (yB) in the case of a conversion to or a continuation of Eurodollar Rate Loans, the applicable Interest Period therefor, and (zC) in the case of a conversion, conversion the date of conversion (which date shall be a Business Day and, if a conversion from a Eurodollar Rate Loan, shall also be the last day of the Interest Period therefor). The Administrative Agent shall promptly (but in any event on the same day) notify each Bank of its receipt of a Notice of Conversion or Continuation and of the contents thereof. Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurodollar Rate Loans, and no continuation in whole or in part of Eurodollar Rate Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Event of Default shall have occurred and be continuing. If, within the time period required under the terms of this Section 4.1, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing an election to continue all or any portion of the Eurodollar Rate Loans for an additional Interest Period or to convert all or any portion of such conversionLoans, then, upon the expiration of the Interest Period therefor, such Loans or the portions thereof for which an election to continue or convert has not been made will be automatically converted to Base Rate Loans. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) Each The U.S. Borrower (or, with respect to European Revolving Credit Loans, the U.S. Borrower or the Administrative European Borrower) may elect (i) (A) at any time on any Business Day Day, to convert Base Rate Loans (other than Swingline Swing Loans) or any portion thereof to Eurodollar Rate Loans in the same currency and (Bii) at the end of any applicable Interest Period, to convert Eurodollar Rate Loans denominated in Dollars or any portion thereof into Base Rate Loans or to continue such Eurodollar Rate Loans (other than European Swing Loans) or any portion thereof as Eurodollar Rate Loans of the same currency for an additional Interest Period; provided, however, that the aggregate amount of the Eurodollar Rate Loans for each Interest Period must be in the amount of at least $5,000,000 5.0 million (in the case of Dollar denominated Loans), €4.0 million (in the case of Euro denominated Loans) or £3.0 million (in the case of British Pound Sterling denominated Loans) or an integral multiple of $1,000,000 in excess thereof1.0 million, and (ii) (A) at any time on any Business Day to convert Swingline Loans that are Base Rate Loans €1.0 million or any portion thereof to LMIR Loans and (B) to convert LMIR Rate Loans or any portion thereof into Base Rate Loans; provided, however, that the aggregate amount of the LMIR Loans must be in the amount of at least $100,000 or an integral multiple of $100,000 £1.0 million in excess thereof. Each conversion or continuation of (x) U.S. Revolving Credit Loans shall be allocated among the Loans of each Revolving Credit Lender in accordance with such Revolving Credit Lender’s Ratable PortionPortion of such U.S. Revolving Credit Loans and (y) European Revolving Credit Loans shall be allocated among the Eurocurrency Lenders in accordance with such Eurocurrency Lenders’ Eurocurrency Ratable Portions of such European Revolving Credit Loans. Each such election shall be in substantially the form of Exhibit F B-4 (a “Notice of Conversion or Continuation”) and shall be made by the Parent Borrower giving the Administrative applicable Disbursement Agent at least three Business Days’ prior written notice specifying (w) whether the Parent Borrower is requesting such conversion or continuation on behalf of itself or for another Borrower (and if on behalf of another Borrower, the identity of such Borrower), (xA) the amount and type of Loan being converted or continued, (yB) in the case of a conversion to or a continuation of Eurodollar Rate Loans, the applicable Interest Period and (zC) in the case of a conversion, the date of such conversion. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) Each The Borrower may elect (i) (A) at any time on any Business Day to convert Base Rate Loans (other than Swingline Swing Line Loans) or any portion thereof to Eurodollar LIBO Rate Dollar Loans and in an Applicable Currency Denomination, (Bii) at the end of any applicable Interest Period, time to convert Eurodollar LIBO Rate Dollar Loans or any portion thereof into Base Rate Loans or in an Applicable Currency Denomination, (iii) at the end of any applicable Interest Period to continue such Eurodollar LIBO Rate Loans or any portion thereof in an Applicable Currency Denomination for an additional Interest Period in the same Applicable Currency, or (iv) at the end of any Interest Period for any LIBO Loans comprising all or a portion of the Tranche A (Euro) Term Loan, to continue such LIBO Loans or any portion thereof that is at least €5,000,000 (but is not in an Applicable Currency Denomination) for an additional Interest Period, so long as all other LIBO Loans comprising the Tranche A (Euro) Term Loan are in an Applicable Currency Denomination; provided, however, that the aggregate amount that, if any such conversion of the Eurodollar Loans for each Interest Period must be in the amount of at least $5,000,000 or an integral multiple of $1,000,000 in excess thereof, and any LIBO Rate Dollar Loan is made pursuant to clause (ii) (A) at above other than on the last day of an Interest Period for such Loan, the Borrower shall also pay any time on any Business Day amounts owing pursuant to convert Swingline Loans that are Base Rate Loans or any portion thereof to LMIR Loans and (B) to convert LMIR Rate Loans or any portion thereof into Base Rate Loans; provided, however, that the aggregate amount of the LMIR Loans must be in the amount of at least $100,000 or an integral multiple of $100,000 in excess thereofSection 2.14(e). Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s its Ratable Portion. Each such election shall be in substantially the form of Exhibit F E hereto (a “Notice of Conversion or Continuation”) and shall be made by the Parent Borrower giving the Administrative Agent at least written notice no later than 12:00 noon (New York City time) on the date three Business Days’ prior written notice specifying Days (wother than in the case of a continuation of any Euro Loan) whether or four Business Days (in the Parent Borrower is requesting such case of a continuation of any Euro Loan) in advance of the relevant conversion or continuation on behalf of itself or for another Borrower continuation, which notice shall specify (and if on behalf of another Borrower, the identity of such Borrower), (xA) the amount amount, type and type Applicable Currency of Loan being converted or continued, (yB) in the case of a conversion to LIBO Rate Dollar Loans or a continuation of Eurodollar LIBO Rate Loans, the applicable Interest Period and Period, (zC) in the case of a conversion, the date of conversion (which date shall be a Business Day) and (D) in the case of any conversion or continuation of any Revolving Loan, the aggregate outstanding principal liability of the Borrower under any Foreign Overdraft Guaranties on such conversiondate of conversion or continuation. In lieu of giving a Notice of Conversion or Continuation for any conversion or continuation, the Borrower may give the Administrative Agent telephonic notice prior to the time required for giving a Notice of Conversion or Continuation; provided, however, that such telephonic notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion or Continuation to the Administrative Agent prior to the date of conversion or continuation.

Conversion/Continuation Option. (a) Each Borrower may elect (i) (A) at any time on any Business Day to convert Base Rate Loans (other than Swingline Loans) or any portion thereof to Eurodollar Rate Loans and (B) at the end of any applicable Interest Period, to convert Eurodollar Rate Loans or any portion thereof into Base Rate Loans or to continue such Eurodollar Rate Loans or any portion thereof for an additional Exhibit 10.1 Interest Period; provided, however, that the aggregate amount of the Eurodollar Loans for each Interest Period must be in the amount of at least $5,000,000 or an integral multiple of $1,000,000 in excess thereof, and (ii) (A) at any time on any Business Day to convert Swingline Loans that are Base Rate Loans or any portion thereof to LMIR Loans and (B) to convert LMIR Rate Loans or any portion thereof into Base Rate Loans; provided, however, that the aggregate amount of the LMIR Loans must be in the amount of at least $100,000 or an integral multiple of $100,000 in excess thereof. Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s Ratable Portion. Each such election shall be in substantially the form of Exhibit F (a “Notice of Conversion or Continuation”) and shall be made by the Parent Borrower giving the Administrative Agent at least three Business Days’ prior written notice specifying (w) whether the Parent Borrower is requesting such conversion or continuation on behalf of itself or for another Borrower (and if on behalf of another Borrower, the identity of such Borrower), (x) the amount and type of Loan being converted or continued, (y) in the case of a conversion to or a continuation of Eurodollar Rate Loans, the applicable Interest Period and (z) in the case of a conversion, the date of such conversion.

Conversion/Continuation Option. (a) Each Borrower may elect (i) (A) at any time on any Business Day to convert Base Rate Loans (other than Swingline Loans) or any portion thereof to Eurodollar Rate Loans and (B) at the end of any applicable Interest Period, to convert Eurodollar Rate Loans or any portion thereof into Base Rate Loans or to continue such Eurodollar Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the Eurodollar Loans for each Interest Period must be in the amount of at least $5,000,000 or an integral multiple of $1,000,000 in excess thereof, and (ii) (A) at any time on any Business Day to convert Swingline Loans that are Base Rate Loans or any portion thereof to LMIR Loans and (B) to convert LMIR Rate Loans or any portion thereof into Base Rate Loans; provided, however, that the aggregate amount of the LMIR Loans must be in the amount of at least $100,000 or an integral multiple of $100,000 in excess thereof. Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s Ratable Portion. Each such election shall be in substantially the form of Exhibit F (a “Notice of Conversion or Continuation”) and shall be made by the Parent Borrower giving the Administrative Agent at least three Business Days’ prior written notice specifying (w) whether the Parent Borrower is requesting such conversion or continuation on behalf of itself or for another Borrower (and if on behalf of another Borrower, the identity of such Borrower), (x) the amount and type of Loan being converted or continued, (y) in the case of a conversion to or a continuation of Eurodollar Rate Loans, the applicable Interest Period and (z) in the case of a conversion, the date of such conversion.. Exhibit 10.2 BWP 10-Q 06/30/2009 Exhibit 10.2 -----

Conversion/Continuation Option. (a) a. Each Borrower may elect (i) (A) at any time on any Business Day to convert Base Rate Loans (other than Swingline Loans) or any portion thereof to Eurodollar Rate Loans and (B) at the end of any applicable Interest Period, to convert Eurodollar Rate Loans or any portion thereof into Base Rate Loans or to continue such Eurodollar Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the Eurodollar Rate Loans for each Interest Period must be in the amount of at least $5,000,000 or an integral multiple of $1,000,000 in excess thereof, and (ii) (A) at any time on any Business Day to convert Swingline Loans that are Base Rate Loans or any portion thereof to LMIR Loans and (B) to convert LMIR Rate Loans or any portion thereof into Base Rate Loans; provided, however, that the aggregate amount of the LMIR Loans must be in the amount of at least $100,000 or an integral multiple of $100,000 in excess thereof. Each conversion or continuation shall be EXHIBIT 10.1 ANNEX A allocated among the Loans of each Lender in accordance with such Lender’s Ratable Portion. Each such election shall be in substantially the form of Exhibit F (a “Notice of Conversion or Continuation”) and shall be made by the Parent Borrower giving the Administrative Agent at least three Business Days’ prior written notice specifying (w) whether the Parent Borrower is requesting such conversion or continuation on behalf of itself or for another Borrower (and if on behalf of another Borrower, the identity of such Borrower), (x) the amount and type of Loan being converted or continued, (y) in the case of a conversion to or a continuation of Eurodollar Rate Loans, the applicable Interest Period and (z) in the case of a conversion, the date of such conversion.

Conversion/Continuation Option. (a) Each The Borrower may elect (i) (A) at any time on any Business Day to convert Base Rate Loans (other than Swingline Loans) or any portion thereof to Eurodollar Rate Loans and or (Bii) at the end of any applicable Interest PeriodPeriod with respect thereto, to convert Eurodollar Rate Loans or any portion thereof into Base Rate Loans Loans, or to continue such Eurodollar Rate Loans or any portion thereof for an additional Interest Period; providedPROVIDED, howeverHOWEVER, that the aggregate amount of the Eurodollar Loans for each Interest Period therefor must be in the amount of at least $5,000,000 or an integral multiple of $1,000,000 in excess thereof, and (ii) (A) at any time on any Business Day to convert Swingline Loans that are Base Rate Loans or any portion thereof to LMIR Loans and (B) to convert LMIR Rate Loans or any portion thereof into Base Rate Loans; provided, however, that the aggregate amount of the LMIR Loans must be in the amount of at least $100,000 or an integral multiple of $100,000 in excess thereof. Each conversion or continuation shall be allocated among the Loans of each Lender all Lenders in accordance with such Lender’s their Ratable PortionPortions. Each such election shall be in substantially the form of Exhibit F EXHIBIT C (a “Notice of Conversion or Continuation”"NOTICE OF CONVERSION OR CONTINUATION") and shall be made by the Parent Borrower giving the Administrative Agent at least three Business Days’ Days prior written notice thereof specifying (w) whether the Parent Borrower is requesting such conversion or continuation on behalf of itself or for another Borrower (and if on behalf of another Borrower, the identity of such Borrower), (xA) the amount and type of Loan being converted conversion or continuedcontinuation, (yB) in the case of a conversion to or a continuation of Eurodollar Rate Loans, the applicable Interest Period therefor, and (zC) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurodollar Rate Loans, shall also be the last day of the Interest Period therefor). The Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the contents thereof. Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurodollar Rate Loans, and no continuation in whole or in part of Eurodollar Rate Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Event of Default shall have occurred and be continuing. If, within the time period required under the terms of this Section 2.7, the Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Eurodollar Rate Loans for an additional Interest Period or to convert any such conversionLoans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans. Each Notice of Conversion or Continuation shall be irrevocable.