Common use of Continuation and Conversion Elections Clause in Contracts

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent by facsimile, email or other method of delivery of notice permitted pursuant to Section 11.2, on or before 11:00 A.M. (New York City time) on a Business Day, the Borrower may from time to time irrevocably elect on not less than one (1) Business Day nor more than five (5) Business Days’ notice, in the case of Base Rate Loans, and not less than three (3) nor more than five (5) Business Days’ notice, in the case of LIBOR Loans (other than Swingline Loans), that all, or any portion in an aggregate minimum amount of $1,000,000 and an integral multiple of $1,000,000 be, in the case of Loans (other than Swingline Loans) accruing at the Base Rate, converted into LIBOR Loans or be, in the case of LIBOR Loans, converted into Base Rate Loans or continued as LIBOR Loans (in the absence of delivery of a Continuation/Conversion Notice, by facsimile, email or other method of delivery of notice permitted pursuant to Section 11.2, with respect to any LIBOR Loan at least three (3) Business Days (but not more than five (5) Business Days) before the last day of the then current Interest Period with respect thereto, such Loan shall, on such last day, automatically convert to a Base Rate Loans); provided, however, that (a) each such conversion or continuation shall be prorated among the applicable outstanding Loans of all Lenders, (b) upon a Commitment Termination Event or, at the election of the Administrative Agent or the Required Lenders, upon the occurrence and during the continuing of any other Event of Default, no portion of the outstanding principal amount of any Loans may be continued as, or be converted to, LIBOR Loans, (c) no Loans may be continued as, or be converted into, LIBOR Loans for an Interest Period extending beyond the Stated Maturity Date and (d) with respect to the LIBOR Loans that have an Interest Period ending on one particular date such Loans shall not be subject to the integral multiple requirement set forth above (it being understood that, if there are Loans with Interest Periods ending on more than one date, this clause shall only apply to those Loans with an Interest Period ending on one particular date and no other date).

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent by facsimile, email or other method of delivery of notice permitted pursuant to Section 11.2, on or before 11:00 A.M. (New York City 9:00 a.m., San Francisco time) , on a Business Day, the Revolving Borrower and/or Term Borrower, as applicable, may from time to time irrevocably elect elect, (i) on not less than one (1) Business Day three nor more than five (5) Business Days’ ' notice, in the case of any conversion of Base Rate Committed Loans to Eurodollar Committed Loans or continuation of Eurodollar Committed Loans, and and (ii) on not less than three (3) one nor more than five (5) Business Days’ ' notice, in the case of LIBOR any conversion of Eurodollar Committed Loans (other than Swingline to Base Rate Committed Loans), that all, or any portion in an aggregate minimum amount of $1,000,000 5,000,000 and an integral multiple of $1,000,000 1,000,000, of any Committed Loans be, in the case of Loans (other than Swingline Base Rate Committed Loans) accruing at the Base Rate, converted into LIBOR Eurodollar Committed Loans or beor, in the case of LIBOR Eurodollar Committed Loans, converted into a Base Rate Loans Committed Loan or continued as LIBOR Loans a Eurodollar Committed Loan (in the absence of delivery of a Continuation/Conversion Notice, by facsimile, email or other method of delivery of notice permitted pursuant to Section 11.2, Notice with respect to any LIBOR Eurodollar Committed Loan at least three (3) Business Days (but not more than five (5) Business Days) before the last day of the then current Interest Period with respect thereto, such Eurodollar Committed Loan shall, on such last day, automatically convert to a Base Rate LoansCommitted Loan); providedPROVIDED, howeverHOWEVER, that (ax) each such conversion or continuation shall be prorated pro rated among the applicable outstanding Committed Loans of all Lenders, and (by) upon a Commitment Termination Event or, at the election of the Administrative Agent or the Required Lenders, upon the occurrence and during the continuing of any other Event of Default, no portion of the outstanding principal amount of any Loans may be continued as, or be converted to, LIBOR Loans, (c) no Loans may be continued as, or be converted into, LIBOR Eurodollar Committed Loans for an Interest Period extending beyond the Stated Maturity Date when any Default has occurred and (d) with respect to the LIBOR Loans that have an Interest Period ending on one particular date such Loans shall not be subject to the integral multiple requirement set forth above (it being understood that, if there are Loans with Interest Periods ending on more than one date, this clause shall only apply to those Loans with an Interest Period ending on one particular date and no other date)is continuing.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent by facsimile, email or other method of delivery of notice permitted pursuant to Section 11.2, on or before 11:00 A.M. a.m. (New York City time) on a Business Day, the Borrower may from time to time irrevocably elect on not less than one (1) Business Day nor more than five (5) Business Days’ notice, in the case of Base Rate Loans, and not less than three (3) nor Business Days (but not more than five (5) Business Days’ ’) notice, in the case of LIBOR Loans (other than Swingline Eurodollar Rate Loans), that all, or any portion in an aggregate minimum amount of $1,000,000 and an integral multiple of $1,000,000 100,000 be, in the case of Loans (other than Swingline Base Rate Loans) accruing at the Base Rate, converted into LIBOR Eurodollar Rate Loans (for the Interest Period specified in such Continuation/Conversion Notice) or be, in the case of LIBOR Eurodollar Rate Loans, converted into Base Rate Loans or continued as LIBOR Eurodollar Rate Loans (in the absence of delivery of a Continuation/Conversion Notice, by facsimile, email or other method of delivery of notice permitted pursuant to Section 11.2, Notice with respect to any LIBOR Eurodollar Rate Loan at least three (3) Business Days (but not more than five (5) Business Days) before the last day of the then current Interest Period with respect thereto, such Eurodollar Rate Loan shall, on such last day, automatically convert to a Base Eurodollar Rate LoansLoan with an Interest Period of one (1) month); provided, however, that (a) each such conversion or continuation shall be prorated among the applicable outstanding Loans of all Lenders, (b) upon a Commitment Termination Event or, at the election of the Administrative Agent or the Required Lenders, upon the occurrence and during the continuing of any other Event of Default, no portion of the outstanding principal amount of any Loans may be continued as, or be converted tointo, LIBOR LoansEurodollar Rate Loans when any Default or Event of Default has occurred and is continuing, unless the Required Lenders otherwise agree, and (c) no Loans may be continued as, or be converted into, LIBOR Eurodollar Rate Loans for an Interest Period extending beyond after the Stated Maturity Date and (d) with respect day that is one month prior to the LIBOR Loans that have an Interest Period ending on one particular date such Loans shall not be subject to the integral multiple requirement set forth above (it being understood that, if there are Loans with Interest Periods ending on more than one date, this clause shall only apply to those Loans with an Interest Period ending on one particular date and no other date)Maturity Date.

Continuation and Conversion Elections. By delivering prior telephonic notice to the Administrative Agent on or before 11:00 a.m. on a Business Day (such notice to be confirmed in writing within 24 hours thereafter by delivery of a Continuation/Conversion Notice to the Administrative Agent by facsimileNotice), email or other method of delivery of notice permitted pursuant to Section 11.2, on or before 11:00 A.M. (New York City time) on a Business Day, the any Borrower may from time to time irrevocably elect elect: (a) on not less than one (1) Business Day nor more than five (5) three Business Days’ notice, in the case conversion of any Base Rate Loans, and Loan into one or more Eurocurrency Loans denominated in Dollars or the continuation of any Eurocurrency Loan denominated in Dollars as a Eurocurrency Loan so denominated; and (b) on not less than three (3) nor more than five (5) Business Days’ notice, the continuation of any Eurocurrency Loan denominated in the case of LIBOR Loans (other than Swingline Loans), an Alternate Currency as a Eurocurrency Loan denominated in such Alternate Currency; provided that all, or any portion of any Loan which is continued or converted hereunder shall be in an aggregate a minimum amount of $1,000,000 and in an integral multiple amount of $1,000,000 be1,000,000; and provided, in the case of Loans (other than Swingline Loans) accruing at the Base Ratefurther, converted into LIBOR Loans or be, in the case of LIBOR Loans, converted into Base Rate Loans or continued as LIBOR Loans (that in the absence of prior notice (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice, by facsimile, email or other method of delivery of notice permitted pursuant ) with respect to Section 11.2any Eurocurrency Loan denominated in Dollars at least three Business Days (or, with respect to any LIBOR Eurocurrency Loan denominated in an Alternate Currency, at least three (3) Business Days (but not more than five (5) Business Days) before the last day of the then current Interest Period with respect thereto, such Eurocurrency Loan shall, on such last day, automatically convert to a Base Rate LoansLoan (and any such Eurocurrency Loan denominated in an Alternate Currency shall be redenominated in Dollars); provided, however, that (ai) each such conversion or continuation shall be prorated among the applicable outstanding Loans of all LendersLenders that have made such Loans, and (bii) upon a Commitment Termination Event or, at the election of the Administrative Agent or the Required Lenders, upon the occurrence and during the continuing of any other Event of Default, no portion of the outstanding principal amount of any Loans may be continued as, or be converted to, LIBOR Loans, (c) no Loans may be continued as, or be converted into, LIBOR Eurocurrency Loans for an Interest Period extending beyond the Stated Maturity Date when any Default has occurred and (d) with respect to the LIBOR Loans that have an Interest Period ending on one particular date such Loans shall not be subject to the integral multiple requirement set forth above (it being understood that, if there are Loans with Interest Periods ending on more than one date, this clause shall only apply to those Loans with an Interest Period ending on one particular date and no other date)is continuing.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent by facsimile, email or other method of delivery of notice permitted pursuant to Section 11.2, on or before 11:00 A.M. 2:00 p.m. (New York City time) on a Business Day, the each Borrower may from time to time irrevocably elect on not less than one (1) Business Day nor more than five (5) Business Days’ Day’s notice, in the case of Base Rate Loans, and not less than three (3) nor more than five (5) Business Days’ notice, in the case of LIBOR Loans (other than Swingline Eurodollar Rate Loans), that all, or any portion in an aggregate minimum amount of $1,000,000 and an integral multiple of $1,000,000 100,000 be, in the case of Loans (other than Swingline Base Rate Loans) accruing at the Base Rate, converted into LIBOR Eurodollar Rate Loans or be, in the case of LIBOR Eurodollar Rate Loans, converted into Base Rate Loans or continued as LIBOR Eurodollar Rate Loans (in the absence of delivery of a Continuation/Conversion Notice, by facsimile, email or other method of delivery of notice permitted pursuant to Section 11.2, Notice with respect to any LIBOR Eurodollar Rate Loan at least three (3) Business Days (but not more than five (5) Business Days) before the last day of the then current Interest Period with respect thereto, such Eurodollar Rate Loan shall, on such last day, automatically convert (subject to Sections 4.1 and 4.2) continue as a Base Eurodollar Rate LoansLoan with an Interest Period of the same duration as the Interest Period then expiring); provided, however, that (a) each such conversion or continuation shall be prorated among the applicable outstanding Loans of all Lenders, (b) upon a Commitment Termination Event or, at the election of the Administrative Agent or the Required Lenders, upon the occurrence and during the continuing of any other Event of Default, no portion of the outstanding principal amount of any Loans may be continued as, or be converted tointo, LIBOR LoansEurodollar Rate Loans when any Default or Event of Default has occurred and is continuing, unless the Required Lenders otherwise agree, (c) no Loans may be continued as, or be converted into, LIBOR Eurodollar Rate Loans for an Interest Period extending beyond after the day that is one month prior to the Stated Maturity Date and Date, (d) with if the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is reduced by payment, prepayment or conversion to the LIBOR Loans that have an Interest Period ending on one particular date be less than $1,000,000 such Eurodollar Rate Loans shall automatically convert to Base Rate Loans and (e) the Delayed Draw Term Loans are not required to be subject to the in any integral multiple requirement set forth above (it being understood that, if there are Loans with Interest Periods ending on more than one date, this clause shall only apply to those Loans with an Interest Period ending on one particular date and no other date)amount as provided above.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent by facsimile, email or other method of delivery of notice permitted pursuant to Section 11.2, on or before 11:00 A.M. a.m. (New York City time) on a Business Day, the Borrower may from time to time irrevocably elect on not less than one (1) Business Day nor more than five (5) Business Days’ notice, in the case of Base Rate Loans, and not less than three (3) nor Business Days (but not more than five (5) Business Days’ ’) notice, in the case of LIBOR Loans (other than Swingline Eurodollar Rate Loans), that all, or any portion in an aggregate minimum amount of $1,000,000 and an integral multiple of $1,000,000 100,000 be, in the case of Loans (other than Swingline Base Rate Loans) accruing at the Base Rate, converted into LIBOR Eurodollar Rate Loans (for the Interest Period specified in such Continuation/Conversion Notice) or be, in the case of LIBOR Eurodollar Rate Loans, converted into Base Rate Loans or continued as LIBOR Eurodollar Rate Loans (in the absence of delivery of a Continuation/Conversion Notice, by facsimile, email or other method of delivery of notice permitted pursuant to Section 11.2, Notice with respect to any LIBOR Eurodollar Rate Loan at least three (3) Business Days (but not more than five (5) Business Days) before the last day of the then current Interest Period with respect thereto, such Eurodollar Rate Loan shall, on such last day, automatically convert to a Base Rate LoansLoan); provided, however, that that; (a) each such conversion or continuation shall be prorated among the applicable outstanding Loans of all Lenders, ; (b) upon a Commitment Termination Event or, at the election of the Administrative Agent or the Required Lenders, upon the occurrence and during the continuing of any other Event of Default, no portion of the outstanding principal amount of any Loans may be continued as, or be converted tointo, LIBOR LoansEurodollar Rate Loans when any Default or Event of Default has occurred and is continuing, unless the Required Lenders otherwise agree; (c) no Loans may be continued as, or be converted into, LIBOR Eurodollar Rate Loans for an Interest Period extending beyond after the Stated day that is one (1) month prior to the Maturity Date Date; and (d) with if the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is reduced by payment, prepayment or conversion to the LIBOR Loans that have an Interest Period ending on one particular date be less than $1,000,000 such Eurodollar Rate Loans shall not be subject automatically convert to the integral multiple requirement set forth above (it being understood that, if there are Loans with Interest Periods ending on more than one date, this clause shall only apply to those Loans with an Interest Period ending on one particular date and no other date)Base Rate Loans.

Continuation and Conversion Elections. By delivering At the election of Borrower pursuant to a Continuation/Conversion Notice to the Administrative Agent delivered by facsimile, email or other method of delivery of notice permitted pursuant to Section 11.2, on or before 11:00 A.M. (New York City time) on a Business Day, the Borrower may from time to time irrevocably elect on not less than one either (1) Business Day nor more than five delivering or telecopying to Lender a Continuation/Conversion Notice or (52) Business Days’ noticegiving telephonic notice thereof to Lender, in each case at or before 10:00 a.m., Chicago time (and, in the case of Base Rate Loansany such telephonic notice, and promptly confirming such notice by delivering or telecopying a Continuation/Conversion Notice therefor, signed by an authorized officer of Borrower, to Lender), on any Business Day, Borrower may elect, from time to time on not less than three (3) 3 nor more than five (5) 5 prior Business Days’ ' notice: (a) that all, or any portion in an aggregate minimum amount of $1,000,000 and an integral multiple of $500,000 in excess of such amount, of the case of LIBOR Revolving Loan, Supplemental Revolving Loan or Additional Revolving Loan be converted from Reference Rate Loans into Eurodollar Rate Loans or from Eurodollar Rate Loans into Reference Rate Loans (other than Swingline Loanssubject to the minimum borrowing requirements set forth in Section 2.5(a)); and (b) on the expiration of the Interest Period applicable to the Eurodollar Rate Loans comprising all or part of the Revolving Loan, the Supplemental Revolving Loan or the Additional Revolving Loan, that all, or any portion in an aggregate minimum amount of $1,000,000 and an integral multiple of $1,000,000 be500,000 in excess of such amount, in the case of such Loans (other than Swingline Loans) accruing at the Base Rate, converted into LIBOR Loans or be, in the case of LIBOR Loans, converted into Base Rate Loans or be continued as LIBOR Eurodollar Rate Loans (in the absence of delivery of a Continuation/Conversion Noticesuch notice under either this clause (b) or clause (a) above, by facsimile, email or other method of delivery of notice permitted pursuant Borrower will be deemed to Section 11.2, with respect to any LIBOR Loan at least three (3) Business Days (but not more than five (5) Business Days) before the last day of the then current Interest Period with respect thereto, have elected that such Loan shall, on such last day, automatically convert to a Base Eurodollar Rate Loans be converted into Reference Rate Loans); provided, however, that provided that: (ai) each such conversion or continuation shall be prorated among the applicable outstanding Loans of all Lenders, (b) upon a Commitment Termination Event or, at the election of the Administrative Agent or the Required Lenders, upon the occurrence and during the continuing of any other Event of Default, no portion of the outstanding principal amount of any Loans may be continued as, or be converted tointo, LIBOR Loans, Eurodollar Rate Loans when any Event of Default has occurred and is continuing; (cii) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBOR Eurodollar Rate Loans for an if, after giving effect to such action, the Interest Period extending applicable thereto shall extend beyond the Stated Maturity Date and (d) with respect to the LIBOR date of any mandatory repayment of Loans that have unless a sufficient principal amount of such Loans is being maintained as Reference Rate Loans or Eurodollar Rate Loans having an Interest Period ending on one particular date such Loans shall not be subject or prior to the date of any such mandatory repayment to permit such repayment to be applied in full to Reference Rate Loans; and (iii) no portion of the outstanding principal amount of any Loans may be continued as, or converted into, Eurodollar Rate Loans or Reference Rate Loans if, after giving effect to such action, the aggregate principal amount of any Eurodollar Rate Loans having a particular Interest Period is less than $1,000,000 or not an integral multiple requirement set forth above (it being understood that, if there are Loans with Interest Periods ending on more than one date, this clause shall only apply to those Loans with an Interest Period ending on one particular date and no other date)of $500,000.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent by facsimile, email or other method of delivery of notice permitted pursuant to Section 11.2, on or before 11:00 A.M. (New York City time) not later than 2:00 p.m. on a Business Day, the Borrower may from time to time irrevocably elect elect, on not less than one (1) Business Day nor more than five (5) Business Days’ notice, Day's notice in the case of conversions into Alternate Base Rate Loans, and not less than or three (3) nor more than five (5) Business Days’ notice, ' notice in the case of LIBOR Loans (other continuations of or conversions into Eurodollar Loans, and in either case not more than Swingline Loans)five Business Days' notice, that all, or any portion in an aggregate minimum amount of $1,000,000 [_________] and in an integral multiple of $1,000,000 [_________] be, in the case of Loans (other than Swingline Alternate Base Rate Loans) accruing at the Base Rate, converted into LIBOR Eurodollar Loans or be, in the case of LIBOR Eurodollar Loans, converted into Alternate Base Rate Loans or continued as LIBOR Eurodollar Loans (in the absence of delivery of a Continuation/Continuation/ Conversion Notice, by facsimile, email or other method of delivery of notice permitted pursuant to Section 11.2, Notice with respect to any LIBOR Eurodollar Loan at least three (3) Business Days (but not more than five (5) Business Days) before the last day of the then current Interest Period with respect thereto, such Eurodollar Loan shall, on such last day, automatically convert to a an Alternate Base Rate LoansLoan); provided, however, provided that (ax) each such conversion or continuation shall be prorated pro rated among the applicable outstanding Loans of all LendersLenders that have made such Loans, and (by) upon a Commitment Termination Event or, at the election of the Administrative Agent or the Required Lenders, upon the occurrence and during the continuing of any other Event of Default, no portion of the outstanding principal amount of any Loans may be continued as, or be converted to, LIBOR Loans, (c) no Loans may be continued as, or be converted into, LIBOR Eurodollar Loans for an Interest Period extending beyond the Stated Maturity Date when any Payment Default or Event of Default has occurred and (d) with respect is continuing to the LIBOR Loans extent the Administrative Agent or Required Lenders have notified the Borrower that have an Interest Period ending on one particular date the occurrence and continuance of such Loans Payment Default or Event of Default shall not be subject to prevent the integral multiple requirement set forth above (it being understood that, if there are Loans with Interest Periods ending on more than one date, this clause shall only apply to those Loans with an Interest Period ending on one particular date and no other date)Borrower from so continuing or converting such Loans.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent by facsimile, email or other method of delivery of notice permitted pursuant to Section 11.2, on or before 11:00 A.M. a.m. (New York City time) on a Business Day, the Borrower may from time to time irrevocably elect on not less than one (1) Business Day nor more than five (5) Business Days’ notice, in the case of Base Rate Loans, and not less than three (3) nor Business Days (but not more than five (5) Business Days’ ’) notice, in the case of LIBOR Loans (other than Swingline Eurodollar Rate Loans), that all, or any portion in an aggregate minimum amount of $1,000,000 and an integral multiple of $1,000,000 100,000 be, in the case of Loans (other than Swingline Base Rate Loans) accruing at the Base Rate, converted into LIBOR Eurodollar Rate Loans (for the Interest Period specified in such Continuation/Conversion Notice) or be, in the case of LIBOR Eurodollar Rate Loans, converted into Base Rate Loans or continued as LIBOR Eurodollar Rate Loans (in the absence of delivery of a Continuation/Conversion Notice, by facsimile, email or other method of delivery of notice permitted pursuant to Section 11.2, Notice with respect to any LIBOR Eurodollar Rate Loan at least three (3) Business Days (but not more than five (5) Business Days) before the last day of the then current Interest Period with respect thereto, such Eurodollar Rate Loan shall, on such last day, automatically convert to a Base Rate LoansLoan); provided, however, that that; (a) each such conversion or continuation shall be prorated among the applicable outstanding Loans of all Lenders, ; (b) upon a Commitment Termination Event or, at the election of the Administrative Agent or the Required Lenders, upon the occurrence and during the continuing of any other Event of Default, no portion of the outstanding principal amount of any Loans may be continued as, or be converted tointo, LIBOR LoansEurodollar Rate Loans when any Default or Event of Default has occurred and is continuing, unless the Required Lenders otherwise agree; (c) no Loans may be continued as, or be converted into, LIBOR Eurodollar Rate Loans for an Interest Period extending beyond after the Stated day that is one month prior to the Maturity Date Date; and (d) with if the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is reduced by payment, prepayment or conversion to the LIBOR Loans that have an Interest Period ending on one particular date be less than $1,000,000 such Eurodollar Rate Loans shall not be subject automatically convert to the integral multiple requirement set forth above (it being understood that, if there are Loans with Interest Periods ending on more than one date, this clause shall only apply to those Loans with an Interest Period ending on one particular date and no other date)Base Rate Loans.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent by facsimile, email or other method of delivery of notice permitted pursuant to Section 11.2, on or before 11:00 A.M. (noon, New York City time) , on a Business Day, the Borrower may from time to time irrevocably elect elect, on not less than one (1) Business Day nor more than five (5) Business Days’ notice, Day’s notice in the case of Base Rate Loans (other than Swing Line Loans), or three Business Days’ notice in the case of LIBO Rate Loans, and in either case not less than three (3) nor more than five (5) Business Days’ notice, in the case of LIBOR Loans (other than Swingline Loans), that all, or any portion in an aggregate minimum amount of $1,000,000 and an integral multiple of $1,000,000 be, in the case of Base Rate Loans (other than Swingline Swing Line Loans) accruing at the Base Rate), converted into LIBOR Loans LIBO Rate Loans, or be, in the case of LIBOR LIBO Rate Loans, converted into Base Rate Loans or continued as LIBOR LIBO Rate Loans (in the absence of delivery of a Continuation/Conversion Notice, by facsimile, email or other method of delivery of notice permitted pursuant to Section 11.2, Notice with respect to any LIBOR LIBO Rate Loan at least three (3) Business Days (but not more than five (5) Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate LoansLoan); providedprovided that, however, that (a) each such conversion or continuation shall be prorated pro rated among the applicable outstanding Loans of all LendersLenders that have made such Loans, and (b) upon a Commitment Termination Event or, at the election of the Administrative Agent or the Required Lenders, upon the occurrence and during the continuing of any other Event of Default, no portion of the outstanding principal amount of any Loans may be continued as, or be converted tointo, LIBOR Loans, (c) no LIBO Rate Loans when any Default or Borrowing Base Deficiency has occurred and is continuing. Each such irrevocable request may be continued as, made by telephone confirmed promptly by hand delivery or be converted into, LIBOR Loans for an Interest Period extending beyond the Stated Maturity Date and (d) with respect facsimile to the LIBOR Loans that have an Interest Period ending on one particular date such Loans Administrative Agent of the applicable Continuation/Conversion Notice. The conversion of a Base Rate Loan into a LIBO Rate Loan or a LIBO Rate Loan into a Base Rate Loan shall not be subject to effect a novation of the integral multiple requirement set forth above (it being understood that, if there are Loans with Interest Periods ending on more than one date, this clause shall only apply to those Loans with an Interest Period ending on one particular date and no other date)Loan so converted.”

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent by facsimile, email or other method of delivery of notice permitted pursuant to Section 11.2, on or before 11:00 A.M. (New York City time) not later than 2:00 p.m. on a Business Day, the Borrower may from time to time irrevocably elect elect, on not less than one (1) Business Day nor more than five (5) Business Days’ notice, Day's notice in the case of conversions into Alternate Base Rate Loans, and not less than or three (3) nor more than five (5) Business Days’ notice, ' notice in the case of LIBOR Loans (other continuations of or conversions into Eurodollar Loans, and in either case not more than Swingline Loans)five Business Days' notice, that all, or any portion in an aggregate minimum amount of $1,000,000 and in an integral multiple of $1,000,000 100,000 be, in the case of Loans (other than Swingline Alternate Base Rate Loans) accruing at the Base Rate, converted into LIBOR Eurodollar Loans or be, in the case of LIBOR Eurodollar Loans, converted into Alternate Base Rate Loans or continued as LIBOR Eurodollar Loans (in the absence of delivery of a Continuation/Continuation/ Conversion Notice, by facsimile, email or other method of delivery of notice permitted pursuant to Section 11.2, Notice with respect to any LIBOR Eurodollar Loan at least three (3) Business Days (but not more than five (5) Business Days) before the last day of the then current Interest Period with respect thereto, such Eurodollar Loan shall, on such last day, automatically convert to a an Alternate Base Rate LoansLoan); provided, however, provided that (ax) each such conversion or continuation shall be prorated pro rated among the applicable outstanding Loans of all LendersLenders that have made such Loans, and (by) upon a Commitment Termination Event or, at the election of the Administrative Agent or the Required Lenders, upon the occurrence and during the continuing of any other Event of Default, no portion of the outstanding principal amount of any Loans may be continued as, or be converted to, LIBOR Loans, (c) no Loans may be continued as, or be converted into, LIBOR Eurodollar Loans for an Interest Period extending beyond the Stated Maturity Date when any Payment Default or Event of Default has occurred and (d) with respect is continuing to the LIBOR Loans extent the Administrative Agent or Required Lenders have notified the Borrower that have an Interest Period ending on one particular date the occurrence and continuance of such Loans Payment Default or Event of Default shall not be subject to prevent the integral multiple requirement set forth above (it being understood that, if there are Loans with Interest Periods ending on more than one date, this clause shall only apply to those Loans with an Interest Period ending on one particular date and no other date)Borrower from so continuing or converting such Loans.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent by facsimile, email or other method of delivery of notice permitted pursuant to Section 11.2, on or before 11:00 A.M. a.m. (New York City time) on a Business Day, the Borrower may from time to time irrevocably elect on not less than one (1) Business Day nor more than five (5) Business Days’ notice, subject to Section 2.8(a), in the case of Base Rate Loans, and not less than three (3) nor more than five (5) Business Days’ notice, in the case of LIBOR Loans (other than Swingline Eurodollar Rate Loans), that all, or any portion in an aggregate minimum amount of $1,000,000 500,000 and an integral multiple of $1,000,000 250,000 be, in the case of Loans (other than Swingline Base Rate Loans) accruing at the Base Rate, converted into LIBOR Eurodollar Rate Loans or be, in the case of LIBOR Eurodollar Rate Loans, converted into Base Rate Loans or continued as LIBOR Eurodollar Rate Loans (in the absence of delivery of a Continuation/Conversion Notice, by facsimile, email or other method of delivery of notice permitted pursuant to Section 11.2, Notice with respect to any LIBOR Eurodollar Rate Loan at least three (3) Business Days (but not more than five (5) Business Days) before the last day of the then current Interest Period with respect thereto, such Eurodollar Rate Loan shall, on such last day, automatically convert to a Base Rate LoansLoan); provided, however, that (a) each such conversion or continuation shall be prorated among the applicable outstanding Loans of all Lenders, (b) upon a Commitment Termination Event or, at the election of the Administrative Agent or the Required Lenders, upon the occurrence and during the continuing of any other Event of Default, no portion of the outstanding principal amount of any Loans may be continued as, or be converted tointo, LIBOR LoansEurodollar Rate Loans when any Default or Event of Default has occurred and is continuing, unless the Required Lenders otherwise agree, (c) no Loans may be continued as, or be converted into, LIBOR Eurodollar Rate Loans for an Interest Period extending beyond after the day that is one month prior to the Stated Maturity Date and (d) with if the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is reduced by payment, prepayment or conversion to the LIBOR Loans that have an Interest Period ending on one particular date be less than $500,000 such Eurodollar Rate Loans shall not be subject automatically convert to the integral multiple requirement set forth above (it being understood that, if there are Loans with Interest Periods ending on more than one date, this clause shall only apply to those Loans with an Interest Period ending on one particular date and no other date)Base Rate Loans.

Continuation and Conversion Elections. By delivering a Continuation/Continuation/ Conversion Notice to the Administrative Agent by facsimile, email or other method of delivery of notice permitted pursuant to Section 11.2, on or before 11:00 A.M. (New York City 12:00 noon, Chicago time) , on a Business Day, the applicable Borrower may from time to time irrevocably elect elect, on not less than one Business Day's notice (1) Business Day nor more than five (5) Business Days’ notice, in the case of a conversion of Committed Loans that are LIBO Rate Loans to Base Rate Loans, and not less than ) or three Business Days' notice (3in the case of a continuation of Committed Loans that are LIBO Rate Loans or a conversion of Committed Loans that are Base Rate Loans into LIBO Rate Loans) nor more than five (5) Business Days’ notice, ' notice (in the case of LIBOR Loans (other than Swingline any Committed Loans), ) that all, or any portion in an aggregate a minimum amount of (i) in the case of Committed Loans in Dollars, $1,000,000 and 500,000 or any larger integral multiple of $100,000 or (ii) in the case of Committed Loans in any Foreign Currency, in an integral multiple of $1,000,000 100,000 units of such Foreign Currency be, in the case of Committed Loans (other than Swingline that are Base Rate Loans) accruing at the Base Rate, converted into LIBOR LIBO Rate Loans or beor, in the case of LIBOR Committed Loans that are LIBO Rate Loans, continued as LIBO Rate Loans or, in the case of Committed Loans in Dollars or Canadian Dollars, converted into Base Rate Loans or continued as LIBOR Loans (in the absence of delivery of a Continuation/Conversion Notice, by facsimile, email or other method of delivery of notice permitted pursuant to Section 11.2, Notice with respect to any LIBOR Committed Loan that is a LIBO Rate Loan at least three (3) Business Days (but not more than five (5) Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, (i) in the case of Committed Loans in Dollars or Canadian Dollars, automatically convert to a Base Rate LoansLoan and (ii) in the case of Committed Loans in any Foreign Currency other than Canadian Dollars, automatically be continued for an additional Interest Period of one month); provided, however, that (ax) each such conversion or continuation shall be prorated pro rated among the applicable outstanding Committed Loans of all the relevant Lenders, and (by) upon a Commitment Termination Event or, at the election of the Administrative Agent or the Required Lenders, upon the occurrence and during the continuing of any other Event of Default, no portion of the outstanding principal amount of any Committed Loans may be continued as, in Dollars or be converted to, LIBOR Loans, (c) no Loans Canadian Dollars may be continued as, or be converted into, LIBOR LIBO Rate Loans for an Interest Period extending beyond when any Default has occurred and is continuing. No Committed Loan or portion of the Stated Maturity Date and (d) with respect to outstanding principal amount of any Committed Loan may be continued as or converted into a Loan denominated in a currency other than the LIBOR Loans that have an Interest Period ending on one particular date such Loans shall not be subject to the integral multiple requirement set forth above (in which it being understood that, if there are Loans with Interest Periods ending on more than one date, this clause shall only apply to those Loans with an Interest Period ending on one particular date was originally made and no Committed Loan in any Foreign Currency other date)than Canadian Dollars may be converted into a Base Rate Loan.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent by facsimile, email or other method of delivery of notice permitted pursuant to Section 11.2, on or before 11:00 A.M. (New York City time) on a Business Day, the The Borrower may from time to time irrevocably irrevocably, subject to the provisions of Section 2.6(c) and the circumstances arising under Article IV, elect on not less than one (1) Business Day nor more than five (5) Business Days’ notice, in the case of Base Rate Loans, and not less than three (3) nor more than five (5) Business Days’ notice, in the case of LIBOR Loans (other than Swingline Loans), pursuant to a Continuation/Conversion Notice that all, or any portion in an aggregate minimum amount portion, of $1,000,000 and an integral multiple of $1,000,000 any Loans be, in the case of Loans (other than Swingline Reference Rate Loans) accruing at the Base Rate, converted into LIBOR Offshore Rate Loans or beor, in the case of LIBOR Offshore Rate Loans, converted into Base Reference Rate Loans or continued as LIBOR Loans Offshore Rate Loans; provided, however, that (i) in the absence of delivery of a Continuation/Conversion Notice, by facsimile, email or other method of delivery of notice permitted pursuant to Section 11.2, Notice with respect to any LIBOR Loan such Offshore Rate Loans at least three (3x) Business two (2) Banking Days (but not more than five (5) Business Days) before the last day of the then current Interest Period with respect thereto, thereto if such Offshore Rate Loan is made in Dollars or (y) four (4) Banking Days before the last day of the then current Interest Period with respect thereto if such Offshore Rate Loan is made in an Offshore Currency such Offshore Rate Loans shall, on such last day, automatically convert to a Base Reference Rate Loans); provided, however(ii) if a portion of such Loan is converted or continued, that the minimum Dollar Equivalent amount of such portion shall be $500,000 and in an integral multiple of $250,000, (aiii) each such conversion or continuation shall be prorated pro rated among the applicable outstanding Loans of all Lenders, and (biv) upon a Commitment Termination Event or, at the election of the Administrative Agent or the Required Lenders, upon the occurrence and during the continuing of any other Event of Default, no portion of the outstanding principal amount of any Loans may be continued as, or be converted tointo, LIBOR LoansOffshore Rate Loans when any Default has occurred and is continuing. If the election is for a Reference Rate Loan to be converted into an Offshore Rate Loan or to continue an Offshore Rate Loan in Dollars, such Continuation/Conversion Notice shall be delivered to the Agent on or before 11:00 a.m. (cChicago time) no Loans may at least (a) two (2) Banking Days in advance. If the request is for an Offshore Rate Loan in an Offshore Currency to be continued asas an Offshore Rate Loan in an Offshore Currency, such Continuation/Conversion Notice shall be delivered to the Agent on or before 12:00 noon (Chicago time) at least four (4) Banking Days in advance. If the request is for an Offshore Rate Loan made in Dollars to be converted intoto a Reference Rate Loan, LIBOR Loans for an Interest Period extending beyond the Stated Maturity Date and (d) with respect such Continuation/Conversion Notice shall be delivered to the LIBOR Loans that have an Interest Period ending Agent on one particular date or before 11:00 a.m. (Chicago time) on the Banking Day such Loans conversion is to occur. No Continuation/Conversion Notice shall not be subject to the integral multiple requirement set forth above (it being understood that, if there are Loans with Interest Periods ending on delivered more than one date, this clause shall only apply to those Loans with an Interest Period ending on one particular date and no other date)five (5) Banking Days in advance.

Continuation and Conversion Elections. By delivering prior telephonic notice to the Administrative Agent on or before 11:00 a.m. on a Business Day (such notice to be confirmed in writing within 24 hours thereafter by delivery of a Continuation/Conversion Notice to the Administrative Agent by facsimileNotice), email or other method of delivery of notice permitted pursuant to Section 11.2, on or before 11:00 A.M. (New York City time) on a Business Day, the any Borrower may from time to time irrevocably elect elect: (a) on not less than one (1) Business Day nor more than five (5) three Business Days’ notice, in the case conversion of any Base Rate Loans, and Loan into one or more Eurocurrency Loans denominated in Dollars or the continuation of any Eurocurrency Loan denominated in Dollars as a Eurocurrency Loan so denominated; and (b) on not less than three (3) nor more than five (5) Business Days’ notice, the continuation of any Eurocurrency Loan denominated in the case of LIBOR Loans (other than Swingline Loans), an Alternate Currency as a Eurocurrency Loan denominated in such Alternate Currency; provided that all, or any portion of any Loan which is continued or converted hereunder shall be in an aggregate a minimum amount of $1,000,000 and in an integral multiple amount of $1,000,000 be, in the case of Loans (other than Swingline Loans) accruing at the Base Rate, converted into LIBOR Loans or be, in the case of LIBOR Loans, converted into Base Rate Loans or continued as LIBOR Loans (1,000,000; and provided further that in the absence of prior notice (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice, by facsimile, email or other method of delivery of notice permitted pursuant ) with respect to Section 11.2any Eurocurrency Loan denominated in Dollars at least three Business Days (or, with respect to any LIBOR Eurocurrency Loan denominated in an Alternate Currency, at least three (3) Business Days (but not more than five (5) Business Days) before the last day of the then current Interest Period with respect thereto, such Eurocurrency Loan shall, on such last day, automatically convert to a Base Rate LoansLoan (and any such Eurocurrency Loan denominated in an Alternate Currency shall be redenominated in Dollars); provided, however, provided that (ai) each such conversion or continuation shall be prorated among the applicable outstanding Loans of all LendersLenders that have made such Loans, and (bii) upon a Commitment Termination Event or, at the election of the Administrative Agent or the Required Lenders, upon the occurrence and during the continuing of any other Event of Default, no portion of the outstanding principal amount of any Loans may be continued as, or be converted to, LIBOR Loans, (c) no Loans may be continued as, or be converted into, LIBOR Eurocurrency Loans for an Interest Period extending beyond the Stated Maturity Date when any Default has occurred and (d) with respect to the LIBOR Loans that have an Interest Period ending on one particular date such Loans shall not be subject to the integral multiple requirement set forth above (it being understood that, if there are Loans with Interest Periods ending on more than one date, this clause shall only apply to those Loans with an Interest Period ending on one particular date and no other date)is continuing.