Common use of Conversion and Continuation Procedures Clause in Contracts

Conversion and Continuation Procedures. (a) Initially, the Loans funded on the Effective Date shall bear interest at the Base Rate, and until the earlier to occur of (i) the 30th day following the Effective Date and (ii) the date upon which the Administrative Agent determines that the primary syndication of the Loans funded on the Effective Date has been completed, the Loans shall bear interest at either, at the Borrower’s election, the Base Rate or the Eurodollar Rate for an Interest Period of seven days. At any time, and from time to time thereafter, subject to the provisions of Section 2.2.1, the Borrower may, upon irrevocable notice to the Administrative Agent in accordance with clause (b) below: (i) elect, as of any Business Day, to convert any outstanding Loan into a Loan of the other type; or (ii) elect, as of the last day of the applicable Interest Period, to continue any Group of Eurodollar Loans having an Interest Period expiring on such day (or any part thereof in an aggregate amount of $1,000,000 or a higher integral multiple of $100,000) for a new Interest Period. (b) The Borrower shall give written notice or telephonic notice (followed promptly by written confirmation thereof) substantially in the form of Exhibit E to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 a.m. on the proposed date of such conversion; and (ii) in the case of a conversion into or continuation of Eurodollar Loans, 11:00 a.m. at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (1) the proposed date of conversion or continuation; (2) the aggregate amount of Loans to be converted or continued; (3) the type of Loans resulting from the proposed conversion or continuation; and (4) in the case of conversion into, or continuation of, Eurodollar Loans, the duration of the requested Interest Period therefor. (c) If upon expiration of any Interest Period applicable to any Eurodollar Loan, the Borrower has failed to timely select a new Interest Period to be applicable to such Eurodollar Loan, the Borrower shall be deemed to have elected to continue such Eurodollar Loan as a Eurodollar Loan with a one-month Interest Period, effective on the last day of the previous Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the Borrower, of the details of any automatic conversion. (e) Unless the Required Lenders otherwise consent, the Borrower may not elect to have a Loan converted into or continued as a Eurodollar Loan during the existence of any Event of Default or Unmatured Event of Default.

Conversion and Continuation Procedures. (a) Initially, the Loans funded on the Effective Date shall bear interest at the Base Rate, and until the earlier to occur of (i) the 30th day following the Effective Date and (ii) the date upon which the Administrative Agent determines that the primary syndication of the Loans funded on the Effective Date has been completed, the Loans shall bear interest at either, at the Borrower’s election, the Base Rate or the Eurodollar Rate for an Interest Period of seven days. At any time, and from time to time thereafter, subject Subject to the provisions of Section 2.2.1, the Borrower Company may, upon irrevocable written notice (or telephonic notice (followed promptly by written confirmation thereof)) to the Administrative Agent in accordance with clause (b) below: (i) elect, as of any Business Day, to convert any outstanding Loan into a Loan of the other a different type; or (ii) elect, as of the last day of the applicable Interest Period, to continue any Group of Eurodollar Loans having an Interest Period expiring on such day (or any part thereof in an aggregate amount not less than (x) in the case of Eurodollar Loans to be made to the Company, $1,000,000 or a higher 3,000,000 and an integral multiple of $100,000) 1,000,000 in excess thereof, for a new Interest PeriodPeriod (or, in any event, $486,827,669). (b) The Borrower Company shall give written notice or telephonic notice (followed promptly by written confirmation thereof) substantially in the form of Exhibit E to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 a.m. 1:30 p.m. (New York City time) on the proposed date of such conversion; and (ii) in the case of a conversion into or continuation of Eurodollar Loans, 11:00 a.m. 2:00 p.m. (Local Time) at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (1) the proposed date of conversion or continuation; (2) [reserved]; (3) the aggregate amount of Loans to be converted or continued; (34) the type of Loans resulting from the proposed conversion or continuation; and (45) in the case of conversion into, or continuation of, Eurodollar Loans, the duration of the requested Interest Period therefor. (c) If upon expiration of any Interest Period applicable to any Eurodollar Loan, the Borrower Company has failed to select timely select a new Interest Period to be applicable to such Eurodollar Loan, the Borrower Company shall be deemed to have elected to continue such Eurodollar Loan as a Eurodollar Loan with a one-month Interest Period, Period effective on the last day of the previous such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 2.2 or, if no timely notice is provided by the BorrowerCompany, of the details of any automatic conversioncontinuation. (e) Unless the Required Lenders otherwise consent, during the Borrower existence of any Event of Default or Unmatured Event of Default, the Company may not elect to have a Loan converted into or continued as a Eurodollar Loan during the existence of any Event of Default or Unmatured Event of DefaultLoan.

Conversion and Continuation Procedures. (a) Initially, the Loans funded on the Effective Date shall bear interest at the Base Rate, and until the earlier to occur of (i) the 30th day following the Effective Date and (ii) the date upon which the Administrative Agent determines that the primary syndication of the Loans funded on the Effective Date has been completed, the Loans shall bear interest at either, at the Borrower’s election, the Base Rate or the Eurodollar Rate for an Interest Period of seven days. At any time, and from time to time thereafter, subject Subject to the provisions of Section 2.2.1, the applicable Borrower may, upon irrevocable written notice (or in the case of a borrowing denominated in Dollars, telephonic notice (followed promptly by written confirmation thereof)) to the Administrative Agent in accordance with clause (b) below: (i) elect, as of any Business Day, to convert any outstanding Revolving Loan denominated in Dollars into a Revolving Loan of the other a different type; or (ii) elect, as of the last day of the applicable Interest Period, to continue any Group of Eurodollar Loans having an Interest Period expiring on such day (or any part thereof in an aggregate amount not less than (x) in the case of Eurodollar Loans to be made to the Company, a Dollar Equivalent of $3,000,000 and an integral multiple of 1,000,000 units of the applicable currency, and (y) in the case of Eurodollar Loans to be made to a Subsidiary Borrower, a Dollar Equivalent of $1,000,000 or a higher and an integral multiple of $100,000250,000 units of the applicable currency) for a new Interest Period. (b) The applicable Borrower shall give written notice or telephonic notice (followed promptly by written confirmation thereof) substantially in the form of Exhibit E to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 a.m. 1:30 p.m. (Chicago time) on the proposed date of such conversion; and (ii) in the case of a conversion into or continuation of Eurodollar Loans, 11:00 a.m. 2:00 p.m. (local time) at least (x) three Business Days prior to the proposed date of such conversion or continuation, if the applicable Loans are to be converted into or continued as Eurodollar Loans denominated in Dollars, (y) four Business Days prior to the proposed date of such conversion or continuation, if the applicable Loans are to be converted into or continued as Offshore Currency Loans denominated in a currency specified in the definition of “Offshore Currency” on the Effective Date, and (z) the number of Business Days determined by the Administrative Agent to be customary for its syndicated credit facilities, if the applicable Loans are to be converted into or continued as Offshore Currency Loans in a currency not covered by the preceding clause (y), specifying in each case: (1) the proposed date of conversion or continuation; (2) the aggregate amount of Loans to be converted or continued; (3) the type of Loans resulting from the proposed conversion or continuation; and (4) in the case of conversion into, or continuation of, Eurodollar Loans, the duration of the requested Interest Period therefor. (c) If upon expiration of any Interest Period applicable to any Eurodollar Loan, the applicable Borrower has failed to select timely select a new Interest Period to be applicable to such Eurodollar Loan, the such Borrower shall be deemed to have elected to continue such Eurodollar Loan as a Eurodollar Loan with a one-month Interest Period, Period effective on the last day of the previous such Interest Period. (d) The Administrative Agent will promptly notify each Lender Bank of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 2.2 or, if no timely notice is provided by the applicable Borrower, of the details of any automatic conversioncontinuation. (e) Unless the Required Lenders Banks otherwise consent, the Borrower may not elect to have a Loan converted into or continued as a Eurodollar Loan during the existence of any Event of Default or Unmatured Event of Default, no Borrower may elect to have a Loan converted into or continued as a Eurodollar Loan. (f) During the existence of an Event of Default, the Required Banks may require, by notice to the Borrowers and the Administrative Agent, that all outstanding Eurodollar Loans denominated in an Offshore Currency be prepaid, or be redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto.

Conversion and Continuation Procedures. (a) Initially, the Loans funded on the Effective Date shall bear interest at the Base Rate, and until the earlier to occur of (i) the 30th day following the Effective Date and (ii) the date upon which the Administrative Agent determines that the primary syndication of the Loans funded on the Effective Date has been completed, the Loans shall bear interest at either, at the Borrower’s election, the Base Rate or the Eurodollar Rate for an Interest Period of seven days. At any time, and from time to time thereafter, subject Subject to the provisions of Section 2.2.1, the applicable Borrower may, upon irrevocable written notice (or in the case of a borrowing denominated in Dollars, telephonic notice (followed promptly by written confirmation thereof)) to the Administrative Agent in accordance with clause (b) below: (i) elect, as of any Business Day, to convert any outstanding Loan denominated in Dollars into a Loan of the other a different type; or (ii) elect, as of the last day of the applicable Interest Period, to continue any Group of Eurodollar Loans having an Interest Period expiring on such day (or any part thereof in an aggregate amount such that the Dollar Equivalent thereof is not less than (x) in the case of Eurodollar Loans to be made to the Company, $1,000,000 or a higher 3,000,000 and an integral multiple of $100,0001,000,000 in excess thereof, and (y) in the case of Eurodollar Loans to be made to a Subsidiary Borrower, $1,000,000 and an integral multiple of $250,000 in excess thereof) for a new Interest Period. (b) The applicable Borrower shall give written notice or telephonic notice (followed promptly by written confirmation thereof) substantially in the form of Exhibit E to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 a.m. 1:30 p.m. (New York City time) on the proposed date of such conversion; and (ii) in the case of a conversion into or continuation of Eurodollar Loans, 11:00 a.m. 2:00 p.m. (Local Time) at least (x) three Business Days prior to the proposed date of such conversion or continuation, if the applicable Loans are to be converted into or continued as Eurodollar Loans denominated in Dollars, (y) four Business Days prior to the proposed date of such conversion or continuation, if the applicable Loans are to be converted into or continued as Offshore Currency Loans denominated in a currency specified in the definition of “Offshore Currency” as of the Closing Date and (z) the number of Business Days determined by the Administrative Agent to be customary for its syndicated credit facilities, if the applicable Loans are to be converted into or continued as Offshore Currency Loans in a currency not covered by the preceding clause (y), specifying in each case: (1) the proposed date of conversion or continuation; (2) the aggregate amount of Loans to be converted or continued; (3) the type of Loans resulting from the proposed conversion or continuation; and (4) in the case of conversion into, or continuation of, Eurodollar Loans, the duration of the requested Interest Period therefor. (c) If upon expiration of any Interest Period applicable to any Eurodollar Loan, the applicable Borrower has failed to select timely select a new Interest Period to be applicable to such Eurodollar Loan, the such Borrower shall be deemed to have elected to continue such Eurodollar Loan as a Eurodollar Loan with a one-month Interest Period, Period effective on the last day of the previous such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 2.2 or, if no timely notice is provided by the applicable Borrower, of the details of any automatic conversioncontinuation. (e) Unless the Required Lenders otherwise consent, the Borrower may not elect to have a Loan converted into or continued as a Eurodollar Loan during the existence of any Event of Default or Unmatured Event of Default, no Borrower may elect to have a Loan denominated in Dollars converted into or continued as a Eurodollar Loan.

Conversion and Continuation Procedures. (a) Initially, the Loans funded on the Effective Date shall bear interest at the Base Rate, and until the earlier to occur of (i) the 30th day following the Effective Date and (ii) the date upon which the Administrative Agent determines that the primary syndication of the Loans funded on the Effective Date has been completed, the Loans shall bear interest at either, at the Borrower’s election, the Base Rate or the Eurodollar Rate for an Interest Period of seven days. At any time, and from time to time thereafter, subject Subject to the provisions of Section 2.2.1, the Borrower Company may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (i) elect, as of any Business Day, to convert any outstanding Base Rate Loan into a Eurodollar Loan of the other typeor any outstanding Eurodollar Loan into a Base Rate Loan; or (ii) elect, as of the last day of the applicable Interest Period, to continue any Group of Eurodollar Eurocurrency Loans having an Interest Period expiring on such day (or any part thereof in an aggregate the applicable amount of $1,000,000 or required for a higher integral multiple of $100,000Group pursuant to Section 2.2.1) for a new Interest PeriodPeriod in the same currency. (b) The Borrower Company shall give written notice or telephonic notice (followed promptly by written confirmation thereof) substantially in the form of Exhibit E notice to the Administrative Agent of each proposed conversion or continuation not later than 10:00 a.m., Chicago time, (i) in the case of conversion of Eurodollar Loans into Base Rate Loans, 11:00 a.m. on the proposed date of such conversion; and , (ii) in the case of a conversion of Base Rate Loans into or continuation of Eurodollar Loans, 11:00 a.m. at least three Business Days prior to the proposed date of such conversion or continuation, and (iii) in the case of continuation of Eurocurrency Loans in a currency other than Dollars, at least four Business Days prior to the proposed date of such continuation, specifying in each case: (1) the proposed date of conversion or continuation; (2) the aggregate amount of the Loans to be converted or continued; (3) the type Type of Loans resulting from the proposed conversion or continuation; and (4) in the case of a continuation of Eurocurrency Loans denominated in a currency other than Dollars or conversion into, or continuation of, Eurodollar Loans, the duration of the requested Interest Period therefor. (c) If upon expiration of any Interest Period applicable to any Eurodollar LoanEurocurrency Loans, the Borrower Company has failed to select timely select a new Interest Period to be applicable to such Eurodollar LoanEurocurrency Loans, the Borrower Company shall be deemed to have elected to continue such Eurodollar Loan as a Eurodollar Loan with Eurocurrency Loans for a one-month Interest Period, effective on the last day of the previous Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the BorrowerCompany, of the details of any automatic continuation or conversion. (e) Unless the Required Lenders otherwise consent, during the Borrower existence of any Event of Default or Unmatured Event of Default, the Company may not elect to have a Loan converted into or continued as a Eurodollar Loan during the existence of any Event of Default or Unmatured Event of DefaultLoan.

Conversion and Continuation Procedures. (a) Initially, the Loans funded on the Effective Date shall bear interest at the Base Rate, and until the earlier to occur of (i) the 30th day following the Effective Date and (ii) the date upon which the Administrative Agent determines that the primary syndication of the Loans funded on the Effective Date has been completed, the Loans shall bear interest at either, at the Borrower’s election, the Base Rate or the Eurodollar Rate for an Interest Period of seven days. At any time, and from time to time thereafter, subject Subject to the provisions of Section 2.2.1, the Borrower Company may, upon irrevocable written notice (or telephonic notice (followed promptly by written confirmation thereof)) to the Administrative Agent in accordance with clause (b) below: (i) elect, as of any Business Day, to convert any outstanding Loan into a Loan of the other a different type; or (ii) elect, as of the last day of the applicable Interest Period, to continue any Group of Eurodollar Loans having an Interest Period expiring on such day (or any part thereof in an aggregate amount not less than (x) in the case of Eurodollar Loans to be made to the Company, $1,000,000 or a higher 3,000,000 and an integral multiple of $100,000) 1,000,000 in excess thereof, for a new Interest PeriodPeriod (or in any event, $486,827,669). (b) The Borrower Company shall give written notice or telephonic notice (followed promptly by written confirmation thereof) substantially in the form of Exhibit E to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 a.m. 1:30 p.m. (New York City time) on the proposed date of such conversion; and (ii) in the case of a conversion into or continuation of Eurodollar Loans, 11:00 a.m. 2:00 p.m. (Local Time) at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (1) the proposed date of conversion or continuation; (2) [reserved]; (3) the aggregate amount of Loans to be converted or continued; (34) the type of Loans resulting from the proposed conversion or continuation; and (45) in the case of conversion into, or continuation of, Eurodollar Loans, the duration of the requested Interest Period therefor. (c) If upon expiration of any Interest Period applicable to any Eurodollar Loan, the Borrower Company has failed to select timely select a new Interest Period to be applicable to such Eurodollar Loan, the Borrower Company shall be deemed to have elected to continue such Eurodollar Loan as a Eurodollar Loan with a one-month Interest Period, Period effective on the last day of the previous such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 2.2 or, if no timely notice is provided by the BorrowerCompany, of the details of any automatic conversioncontinuation. (e) Unless the Required Lenders otherwise consent, during the Borrower existence of any Event of Default or Unmatured Event of Default, the Company may not elect to have a Loan converted into or continued as a Eurodollar Loan during the existence of any Event of Default or Unmatured Event of DefaultLoan.