Common use of Conversion or Continuation Clause in Contracts

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company shall have the option (i) to convert at any time all or any part of its outstanding Tranche A Term Loans or Tranche B Term Loans equal to or in excess of $5,000,000 or all or any part of its outstanding Revolving Loans equal to $5,000,000 and multiples of $1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan that is a Tranche A Term Loan or Tranche B Term Loan, to continue all or any portion of such Loan equal to or in excess of $5,000,000 as a Eurodollar Rate Loan or upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan that is a Revolving Loan, to continue all or any portion of such Loan equal to $5,000,000 and multiples of $1,000,000 in excess of that amount as a Eurodollar Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Company shall deliver a duly executed Notice of Conversion/Continuation to Administrative Agent no later than 2:00 P.M. (New York City time) at least (i) one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) or (ii) three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). In lieu of delivering a Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly notify each Lender of the Loan subject to the Notice of Conversion/Continuation.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company Borrower shall have the option (i) to convert at any time all or any part of its outstanding Tranche A Delayed Draw Term Loans or Tranche B Term Loans equal to or in excess of $5,000,000 or all or any part of its outstanding Revolving Loans equal to One Hundred Thousand Dollars ($5,000,000 100,000) and multiples of One Hundred Thousand Dollars ($1,000,000 100,000) in excess of that amount (or all such outstanding Delayed Draw Term Loans or Revolving Loans) from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar LIBOR Rate Loan that is a Tranche A Term Loan or Tranche B Term Loan, to continue all or any portion of such Loan equal to or in excess of One Hundred Thousand Dollars ($5,000,000 as a Eurodollar Rate Loan or upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan that is a Revolving Loan, to continue all or any portion of such Loan equal to $5,000,000 100,000) and multiples of One Hundred Thousand Dollars ($1,000,000 100,000) in excess of that amount (or all such outstanding Delayed Draw Term Loans or Revolving Loans) as a Eurodollar LIBOR Rate Loan; provided, however, that a Eurodollar LIBOR Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Company thereto unless Borrower pays all fees due pursuant to subsection 2.6D. Borrower shall deliver a duly executed Notice of Conversion/Continuation to Administrative Agent no later than 2:00 P.M. 10:00 A.M. (New York, New York City time) at least (i) one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) or and at least three (ii3) three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar LIBOR Rate Loan). In lieu of delivering a Notice of Conversion/Continuation, Company Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly notify transmit such notice by facsimile or telephone to each Lender of the Loan subject to the Notice of Conversion/Continuation. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized Officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice, Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date; provided that Borrower may revoke such Notice of Conversion/Continuation if Borrower pays all fees required by subsection 2.6D. If a LIBOR Rate Loan is neither repaid or continued on the last day of the Interest Period applicable thereto nor converted into another type of Loan on such date pursuant to and in accordance with this Agreement, including this subsection 2.2D, or if Administrative Agent has not received a Notice of Conversion/Continuation for such LIBOR Loan at least three (3) Business Days prior to the last day of the then current Interest Period, then the outstanding LIBOR Loan shall be deemed to be converted, on the last day of the then current Interest Period, into a Base Rate Loan and thereafter shall bear interest as such.

Conversion or Continuation. Subject to the provisions of subsection 2.62.8 and the limitation on the number of Interest Periods contained in subsection 2.2(B)(8), Company Borrower shall have the option to (i1) to convert at any time all or any part of its outstanding Tranche A Term Loans or Tranche B Term Loans equal to or in excess of $5,000,000 or all or any part of its outstanding Revolving Loans equal to $5,000,000 1,000,000 and integral multiples of $1,000,000 100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis basis, or (ii2) upon the expiration of any Interest Period applicable to a Eurodollar LIBOR Rate Loan that is a Tranche A Term Loan or Tranche B Term Loan, to continue all or any portion of such Loan equal to or in excess of $5,000,000 as a Eurodollar Rate Loan or upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan that is a Revolving Loan, to continue all or any portion of such Loan equal to $5,000,000 1,000,000 and integral multiples of $1,000,000 100,000 in excess of that amount as a Eurodollar Rate Loan; provided, however, that a Eurodollar LIBOR Rate Loan and the succeeding Interest Period(s) of such continued Loan shall commence on the last day of the Interest Period of the Loan to be continued; provided that LIBOR Rate Loans may only be converted into a Base Rate Loan Loans bearing interest determined by reference to an alternative basis on the expiration date of an Interest Period applicable thereto; and provided, further, that no outstanding Loan may be continued as, or be converted into, a LIBOR Rate Loan when any Event of Default or Default has occurred and is continuing; and provided, further, that no Loan may be converted into a LIBOR Rate Loan until ten (10) days after the First Amendment Date. Company Borrower shall deliver a duly executed fully and properly completed Notice of Conversion/Continuation to Administrative Agent Lender no later than 2:00 P.M. 11:00 A.M. (New York City Los Angeles time) at least three (i3) one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) or (ii) three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan)date. In lieu of delivering a the above-described Notice of Conversion/Continuation, Company Borrower may give Administrative Agent Lender telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D2.2(E); provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to Administrative Agent Lender on or before the proposed conversion/continuation date. Upon receipt of written or Lender shall not incur any liability to Borrower in acting upon any telephonic notice referred to above that Lender believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of any proposed conversion/continuation Borrower or for otherwise acting in good faith under this subsection 2.2D2.2(E). Except as provided in subsection 2.8(D), Administrative Agent shall promptly notify each Lender of the Loan subject to the a Notice of Conversion/ContinuationContinuation for conversion to, or continuation of, a LIBOR Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable once given, Borrower shall be bound to convert or continue in accordance therewith and Lender shall have no liability for acting in accordance with Borrower's instructions contained therein.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company (i) Borrower shall have the option (i) to convert at any time all or any part of its outstanding Tranche A Term Loans or Tranche B Term Loans equal to or in excess of $5,000,000 or all or any part of its outstanding Revolving Loans equal to $5,000,000 1,000,000 and integral multiples of $1,000,000 100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or and (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan that is a Tranche A Term Loan or Tranche B Term LIBOR Loan, Borrower shall have the option to continue all or any portion of such Loan equal to or in excess of $5,000,000 as a Eurodollar Rate LIBOR Loan or upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan that is a Revolving Loan, to continue all or any portion of such Loan equal to $5,000,000 1,000,000 and integral multiples of $1,000,000 100,000 in excess of that amount as a Eurodollar Rate Loanamount; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on if, upon the expiration date of any Interest Period applicable to any LIBOR Loan, Borrower shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such LIBOR Loan as a LIBOR Loan with an Interest Period applicable theretoof one month. Company Borrower shall deliver a duly executed Notice of Conversion/Continuation to Administrative Agent no later than 2:00 P.M. 11:00 A.M. (New York, New York City time) at least (i) one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) or (ii) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate LIBOR Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering a the above-described Notice of Conversion/Continuation, Company Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly notify transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the Loan subject applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6F, a Notice of Conversion/ContinuationContinuation for conversion to, or continuation of, a LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company shall have the option (i) to convert at any time all or any part of its outstanding Tranche A Term Loans or Tranche B Term Loans equal to or in excess of $5,000,000 or all or any part of its outstanding Revolving Loans equal to $5,000,000 1,000,000 and multiples of $1,000,000 100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan that is a Tranche A Term Loan or Tranche B Term Loan, to continue all or any portion of such Loan equal to or in excess of $5,000,000 as a Eurodollar Rate Loan or upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan that is a Revolving LIBOR Loan, to continue all or any portion of such Loan equal to $5,000,000 1,000,000 and multiples of $1,000,000 100,000 in excess of that amount as a Eurodollar Rate LIBOR Loan; providedPROVIDED, howeverHOWEVER, that a Eurodollar Rate LIBOR Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable theretothereto unless Company pays on such conversion date all amounts owing to Lenders under subsection 2.6D ; PROVIDED, FURTHER that, until the earlier of the seventh day after the Closing Date and the date specified by Administrative Agent to Company on which the primary syndication of the Commitments and the Loan has been completed, no Base Rate Loans may be converted into LIBOR Loans. Company shall deliver a duly executed Notice of Conversion/Continuation to Administrative Agent no later than 2:00 P.M. 12:00 Noon (New York City time) at least (i) one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) or (ii) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate LIBOR Loan). In lieu of delivering a Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided PROVIDED that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly notify each Lender of the any Loan subject to the Notice of Conversion/Continuation.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company Borrowers shall have the option (i) to convert at any time all or any part of its their outstanding Tranche A Term Loans or Tranche B Term Loans equal to or in excess of $5,000,000 or all or any part of its outstanding Revolving Loans equal to $5,000,000 and multiples of $1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis basis, or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan that is a Tranche A Term Loan or Tranche B Term Loan, to continue all or any portion of such Loan equal to or in excess of $5,000,000 as a Eurodollar Rate Loan or upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan that is a Revolving Loan, to continue all or any portion of such Loan equal to $5,000,000 10,000,000 and multiples of $1,000,000 in excess of that amount as a Eurodollar Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable theretothereto unless Borrowers pay on such conversion date all amounts owing to Lenders under subsection 2.6D; provided further that, until the earlier of the ninetieth day after the Closing Date and the date specified by Agent to Borrowers on which the primary syndication of the Loans has been completed, no Base Rate Loans may be converted into Eurodollar Rate Loans other than Eurodollar Rate Loans with the same 30-day Interest Period. Company Borrowers shall deliver a duly executed Notice of Conversion/Continuation to Administrative Agent no later than 2:00 P.M. 11:00 A.M. (New York City time) at least (i) one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) or (ii) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). In lieu of delivering a Notice of Conversion/Continuation, Company Borrowers may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly notify transmit such notice by telefacsimile or telephone to each Lender of the Loan subject to the Notice of Conversion/Continuation.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company Borrower shall have the option (i) to convert at any time all or any part of its outstanding Tranche A Term Loans or Tranche B Term Loans equal to or in excess of $5,000,000 or all or any part of its outstanding Revolving Loans equal to $5,000,000 500,000 and multiples of $1,000,000 100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar LIBOR Rate Loan that is a Tranche A Term Loan or Tranche B Term Loan, to continue all or any portion of such Loan equal to or in excess of $5,000,000 as a Eurodollar Rate Loan or upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan that is a Revolving Loan, to continue all or any portion of such Loan equal to $5,000,000 1,000,000 and multiples of $1,000,000 100,000 in excess of that amount as a Eurodollar LIBOR Rate Loan; provided, however, that a Eurodollar LIBOR Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Company Borrower shall deliver a duly executed Notice of Conversion/Continuation to Administrative Agent no later than 2:00 P.M. 11:00 a.m. (New York City Pacific time) at least (i) one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) or (ii) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar LIBOR Rate Loan). In lieu of delivering a Notice of Conversion/Continuation, Company Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt If Borrower fails to deliver a Notice of written or telephonic notice Conversion/Continuation with respect to any LIBOR Rate Loan as described above, Borrower shall be deemed to have elected to convert such Loan to a LIBOR Rate Loan with an Interest Period of any proposed conversion/continuation under this subsection 2.2D, one month. Administrative Agent shall promptly notify each Lender of the any Loan subject to the a Notice of Conversion/Continuation.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company shall have the option (i) to convert at any time all or any part of its outstanding Tranche A Term Loans or Tranche B Term Loans equal to or in excess of $5,000,000 or all or any part of its outstanding Revolving Loans Against Imports equal to $5,000,000 1,000,000 and integral multiples of $1,000,000 500,000 in excess of that amount (or such amount of Loans Against Imports of the type converted as is then outstanding) from Loans Against Imports bearing interest at a rate determined by reference to one basis to Loans Against Imports bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan that is a Tranche A Term Loan or Tranche B Term Loan, to continue all or any portion of such Loan equal to or in excess of $5,000,000 as a Eurodollar Rate Loan or upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan that is a Revolving LIBOR Loan, to continue all or any portion of such Loan equal to $5,000,000 1,000,000 and integral multiples of $1,000,000 500,000 in excess of that amount as a Eurodollar Rate LIBOR Loan; provided, however, that a Eurodollar Rate LIBOR Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Company shall deliver a duly executed Notice of Conversion/Continuation to Administrative Agent no later than 2:00 P.M. 10:00 A.M. (New York City San Francisco time) at least (i) one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) or (ii) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate LIBOR Loan). In lieu of delivering a Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided PROVIDED that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly notify transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the Loan subject applicable basis for determining the interest rate with respect to any Loans Against Imports in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/ContinuationContinuation for conversion to, or continuation of, a LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6, Company Borrower shall have the option (i) to convert at any time all or any part of its outstanding Tranche A Term Base Rate Loans or Tranche B Term to LIBOR Rate Loans equal in a minimum amount of Five Hundred Thousand Dollars ($500,000), (ii) to or in excess of $5,000,000 or convert at any time all or any part of its outstanding Revolving LIBOR Rate Loans equal to Base Rate Loans in a minimum amount of One Hundred Thousand Dollars ($5,000,000 and multiples of $1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis 100,000), or (iiiii) upon the expiration of any Interest Period applicable to a Eurodollar LIBOR Rate Loan that is a Tranche A Term Loan or Tranche B Term Loan, to continue all or any portion of such Loan equal to or in excess of $5,000,000 as a Eurodollar LIBOR Rate Loan or upon the expiration in a minimum amount of any Interest Period applicable to a Eurodollar Rate Loan that is a Revolving Loan, to continue all or any portion of such Loan equal to Five Hundred Thousand Dollars ($5,000,000 and multiples of $1,000,000 in excess of that amount as a Eurodollar Rate Loan500,000); provided, however, that a Eurodollar LIBOR Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto. Company Borrower shall deliver a duly executed Notice of Conversion/Continuation to Administrative Agent no later than 2:00 P.M. 12:00 Noon (New York City time) at least (i) one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) or and at least three (ii3) three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar LIBOR Rate Loan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering a the above-described Notice of Conversion/Continuation, Company Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date; provided further that failure to give such written notice shall not affect the validity of such telephonic notice. Upon receipt Administrative Agent shall promptly notify the Lenders of written or each Notice of Conversion/Continuation and the contents thereof. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of any proposed conversion/continuation Borrower or for otherwise acting in good faith under this subsection 2.2D, Administrative Agent shall promptly notify each Lender and upon conversion or continuation of the Loan subject applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion/ContinuationContinuation for conversion to, or continuation of, a LIBOR Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith. If a LIBOR Rate Loan is neither repaid or continued on the last day of the Interest Period applicable thereto nor converted into another type of Loan on such date pursuant to and in accordance with this Agreement, including this subsection 2.2D, or if Administrative Agent has not received a Notice of Conversion/Continuation specifying the term of the next Interest Period for such LIBOR Loan at least three (3) Business Days prior to the last day of the then current Interest Period, then the outstanding LIBOR Loan shall be deemed to be continued, on the last day of the then current Interest Period, as a LIBOR Loan with an Interest Period of one month and thereafter shall bear interest as such. Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or roll over all or a portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent and such Lender.

Conversion or Continuation. Subject to the provisions of subsection 2.62.2(D) this subsection 2.2(C) and subsection 2.2(B)(8), Company Borrower shall have the option to (i) to convert at any time all or any part of its any outstanding Tranche A Term Loans or Tranche B Term Loans equal to or in excess of $5,000,000 or all or any part of its outstanding Revolving Loans equal to $5,000,000 and multiples of greater than $1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis basis, or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan that is a Tranche A Term Loan or Tranche B Term LIBOR Loan, to continue all or any portion of such Loan equal to or in excess of greater than $5,000,000 1,000,000 as a Eurodollar Rate LIBOR Loan or upon and the expiration succeeding Interest Period(s) of any such continued Loan shall commence on the last day of the Interest Period applicable of the Loan to a Eurodollar Rate Loan that is a Revolving Loan, to continue all or any portion of such Loan equal to $5,000,000 and multiples of $1,000,000 in excess of that amount as a Eurodollar Rate Loanbe continued; provided, however, that a Eurodollar Rate Loan LIBOR Loans may only be converted into a Base Rate Loan Loans bearing interest determined by reference to an alternative basis on the expiration date of an Interest Period applicable thereto; and provided, further, that no outstanding Loan may be continued as, or be converted into, a LIBOR Loan when any Default or Event of Default has occurred and is continuing; and provided, further, that no Loan may be converted to a LIBOR Loan until ten (10) days after the Closing Date. Company Borrower shall deliver a duly executed Notice of Conversion/Continuation to Administrative Agent no later than 2:00 P.M. 11:00 A.M. (New York City Chicago, Illinois time) at least three (i3) one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) or (ii) three Business Days in advance of the proposed conversion/continuation date in the case of the conversion of any Base Rate Loans into LIBOR Loans or the continuation of any LIBOR Loans. A Notice of Conversion/Continuation shall certify: (1) the proposed conversion/continuation date (which shall be a Business Day), (2) the amount of the Loan to be converted/continued, (3) the nature of the proposed conversion/continuation, (4) in the case of a conversion to, or a continuation of, a Eurodollar Rate LIBOR Loan), the requested Interest Period, and (5) that no Default or Event of Default has occurred and is continuing or would result from the proposed conversion/continuation. In lieu of delivering a the above-described Notice of Conversion/Continuation, Company Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D2.2(C); provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or Neither Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of any proposed conversion/continuation Borrower or for otherwise acting in good faith under this subsection 2.2D2.2(C). Except as provided in subsection 2.2(D)(4), Administrative Agent shall promptly notify each Lender of the Loan subject to the a Notice of Conversion/ContinuationContinuation for conversion to, or continuation of, a LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable once given, and Borrower shall be bound to convert or continue in accordance therewith and Agent shall have no liability for acting in accordance with Borrower's instructions contained therein.

Conversion or Continuation. Subject to the provisions of subsection 2.6SECTION 2.09, Company Southland shall have the option (i) to convert at any time all or any part of its outstanding Tranche A Term Loans and Revolving Loans which comprise part of the same Borrowing and which, in the aggregate, equal $10,000,000 or Tranche B Term Loans equal to or in excess an integral multiple of $5,000,000 or all or any part of its outstanding Revolving Loans equal to $5,000,000 and multiples of $1,000,000 in excess of that amount from Base Rate Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis Eurodollar Rate Loans; or (ii) to convert all or any part of outstanding Term Loans and Revolving Loans which comprise part of the same Borrowing and which, in the aggregate, equal $10,000,000 or an integral multiple of $5,000,000 in excess of that amount from Eurodollar Rate Loans to Base Rate Loans on the expiration date of any Eurodollar Interest Period applicable thereto; or (iii) upon the expiration of any Eurodollar Interest Period applicable to a Borrowing of Eurodollar Rate Loan that is a Tranche A Term Loan or Tranche B Term LoanLoans, to continue all or any portion of such Loan Loans equal to $10,000,000 or in excess an integral multiple of $5,000,000 as a Eurodollar Rate Loan or upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan that is a Revolving Loan, to continue all or any portion of such Loan equal to $5,000,000 and multiples of $1,000,000 in excess of that amount as a Eurodollar Rate Loan; providedLoans of the same type, however, that a and the succeeding Eurodollar Rate Loan may only be converted into a Base Rate Loan Interest Period of such continued Loans shall commence on the expiration date of an the Eurodollar Interest Period applicable thereto; PROVIDED, that no outstanding Term Loan or Revolving Loan may be continued as, or be converted into, a Eurodollar Rate Loan when any Event or Default or Potential Event of Default has occurred and is continuing. Company In the event Southland shall elect to convert or continue a Loan under this SECTION 2.05(c), Southland shall deliver a duly executed Notice of Conversion/Continuation to the Administrative Agent no later than 2:00 P.M. 11:00 a.m. (New York City time) at least (i) one Business Day in advance of on the proposed conversion date (in the case of a conversion to a Base Rate Loan, and not later than 11:00 a.m. (New York time) or at least three (ii3) three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan. A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount of the Term Loan or Revolving Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, and (iv) in the case of a conversion to, or continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period. In lieu of delivering a the above-described Notice of Conversion/Continuation, Company Southland may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation by the time required under this subsection 2.2DSECTION 2.05(c); PROVIDED, that such notice shall be confirmed in writing by delivery to the Administrative Agent shall promptly notify each Lender (but in no event later than the proposed conversion/continuation under this SECTION 2.05(c). Promptly after receipt of the Loan subject to the a Notice of Conversion/ContinuationContinuation under this SECTION 2.05(c) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Senior Lender by telex, telecopy, telegram, telephone or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) shall be irrevocable and Southland shall be bound to convert or continue such Loan in accordance therewith.

Conversion or Continuation. Subject to the provisions of subsection 2.6this subparagraph (iii) and the limitation on the number of Interest Periods prescribed in subparagraph (ii) above, Company each Borrower shall have the option to (i1) to convert at any time all or any part of its outstanding Tranche A Term Loans or Tranche B Term Loans equal to or in excess of Five Hundred Thousand Dollars ($5,000,000 or all or any part of its outstanding Revolving Loans equal to $5,000,000 500,000) and integral multiples of Fifty Thousand Dollars ($1,000,000 50,000) in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis basis, or (ii2) upon the expiration of any Interest Period applicable to a Eurodollar LIBOR Rate Loan that is a Tranche A Term Loan or Tranche B Term Loan, to continue all or any portion of such Loan equal to or in excess of Five Hundred Thousand Dollars ($5,000,000 as a Eurodollar Rate Loan or upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan that is a Revolving Loan, to continue all or any portion of such Loan equal to $5,000,000 500,000) and integral multiples of Fifty Thousand Dollars ($1,000,000 50,000) in excess of that amount as a Eurodollar Rate Loan; provided, however, that a Eurodollar LIBOR Rate Loan and the succeeding Interest Period(s) of such continued Loan shall commence on the last day of the Interest Period of the Loan to be continued; PROVIDED that LIBOR Rate Loans may only be converted into a Base Rate Loan Loans bearing interest determined by reference to an alternative basis on the expiration date of an Interest Period applicable thereto; and PROVIDED, FURTHER, that no outstanding Loan may be continued as, or be converted into, a LIBOR Rate Loan when an Event of Default or Default has occurred and is continuing; and PROVIDED, FINALLY, that no Loan may be converted into a LIBOR Rate Loan until ten (10) days after the Closing Date; I.E., any Loans made on the Closing Date or within ten (10) days thereafter shall be made as Base Rate Loans. Company Each Borrower shall deliver a duly executed fully and properly completed Notice of Conversion/Continuation Borrowing to Administrative Agent Lender no later than 2:00 P.M. 11:00 a.m. (New York City Charlotte time) at least three (i3) one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) or (ii) three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). In lieu of delivering a Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed date in writing by delivery of a duly executed Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice respect of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly notify each Lender of the Loan subject to the Notice of Conversion/ContinuationLIBOR Rate Loan.