Provided that no Default or Event of Default has occurred and is then continuing, the Borrower shall have the option to (i) convert at any time, and from time to time, following the third Business Day after the Closing Date all or any portion of any outstanding Base Rate Loans or LIBOR Market Index Rate Loans into one or more LIBOR Rate Loans and (ii) upon the expiration of any Interest Period, (x) convert all or any part of its outstanding LIBOR Rate Loans into Base Rate Loans or LIBOR Market Index Rate Loans or (y) continue such LIBOR Rate Loans as LIBOR Rate Loans. The Borrower shall give the Lender prior written notice in the form attached as Exhibit C (a “ Notice of Conversion/Continuation ”) not later than 11:00 a.m. three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective. If the Borrower fails to give a timely Notice of Conversion/Continuation prior to the end of the Interest Period for any LIBOR Rate Loan, then the applicable LIBOR Rate Loan shall be continued as a LIBOR Rate Loan for the same Interest Period.