Common use of Conversion/Continuation Option Clause in Contracts

Conversion/Continuation Option. The Borrower may elect (i) at any time to convert Base Rate Loans or any portion thereof to Eurodollar Rate Loans or (ii) at the end of any Interest Period with respect thereto, to convert Eurodollar Rate Loans or any portion thereof into Base Rate Loans, or to continue such Eurodollar Rate Loans or any portion thereof for an additional Interest Period; PROVIDED, HOWEVER, that the aggregate of the Eurodollar Rate Loans for each Interest Period therefor must be in the amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof. Each conversion or continuation shall be allocated among the Revolving Credit Loans of all Lenders in accordance with their Ratable Portion. Each such election shall be in substantially the form of Exhibit D hereto (a "NOTICE OF CONVERSION OR CONTINUATION") and shall be made by giving the Agent at least three Business Days' prior written notice thereof specifying (A) the amount and type of conversion or continuation, and (B) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurodollar Rate Loans, shall also be the last day of the Interest Period therefor). No conversion of any Swing Loan from a Base Rate Loan may be made. The Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the contents thereof. Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurodollar Rate Loans, and no continuation in whole or in part of Eurodollar Rate Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which a Default or an Event of Default shall have occurred and be continuing. If, within the time period required under the terms of this Section 2.8, the Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Eurodollar Rate Loans for an additional Interest Period or to convert any such Loans, or on any date the aggregate unpaid principal amount of Eurodollar Rate Loans comprising any Borrowing is reduced, by payment or prepayment or otherwise, to less than $5,000,000, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. The Borrower may elect (i) at any time to convert Base Rate Loans or any portion thereof to Eurodollar Rate Loans or (ii) at the end of any Interest Period with respect thereto, to convert Eurodollar Rate Loans or any portion thereof into Base Rate Loans, or to continue such Eurodollar Rate Loans or any portion thereof for an additional Interest Period; PROVIDEDprovided, HOWEVERhowever, that the aggregate of the Eurodollar Rate Loans for each Interest Period therefor must be in the amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof. Each conversion or continuation shall be allocated among the Revolving Credit Loans of all Lenders in accordance with their Ratable Portion. Each such election shall be in substantially the form of Exhibit D hereto (a "NOTICE OF CONVERSION OR CONTINUATIONNotice of Conversion or Continuation") and shall be made by giving the Agent at least three Business Days' prior written notice thereof specifying (A) the amount and type of conversion or continuation, and (B) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurodollar Rate Loans, shall also be the last day of the Interest Period therefor). No conversion of any Swing Loan from a Base Rate Loan may be made. The Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the contents thereof. Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurodollar Rate Loans, and no continuation in whole or in part of Eurodollar Rate Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which a Default or an Event of Default shall have occurred and be continuing. If, within the time period required under the terms of this Section 2.8, the Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Eurodollar Rate Loans for an additional Interest Period or to convert any such Loans, or on any date the aggregate unpaid principal amount of Eurodollar Rate Loans comprising any Borrowing is reduced, by payment or prepayment or otherwise, to less than $5,000,000, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. The Borrower may elect (ia) at any time to convert any Base Rate Loans or any portion thereof to Eurodollar Rate Loans or (iib) at the end of any Interest Period with respect thereto, to convert any Eurodollar Rate Loans or any portion thereof into Base Rate Loans, or to continue such Eurodollar Rate Loans or any portion thereof for an additional Interest Period; PROVIDED, HOWEVER, that the aggregate amount of the Eurodollar Rate Loans for each Interest Period therefor must be in the amount of $5,000,000 3,000,000 or an integral multiple of $1,000,000 in excess thereof. Each conversion or continuation shall be allocated among the Revolving Credit Loans of all Lenders in accordance with their Ratable PortionPortions. Each such election shall be stated in a notice substantially in the form of Exhibit D hereto EXHIBIT C (a "NOTICE OF CONVERSION OR CONTINUATION") and shall be made by the Borrower giving the Agent at least three Business Days' prior written notice thereof specifying (Ax) the amount and type of conversion or continuation, (y) in the case of a conversion to or a continuation of Eurodollar Rate Loans, the Interest Period therefor and (Bz) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurodollar Rate Loans, shall also be the last day of the Interest Period therefor). No conversion of any Swing Loan from a Base Rate Loan may be made. The Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the contents thereof. Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurodollar Rate Loans, and no continuation in whole or in part of Eurodollar Rate Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which a Default or an Event of Default shall have occurred and be continuing. If, within the time period required under the terms of this Section 2.8SECTION 2.7, the Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Eurodollar Rate Loans for an additional Interest Period or to convert any such Loans, or on any date the aggregate unpaid principal amount of Eurodollar Rate Loans comprising any Borrowing is reduced, by payment or prepayment or otherwise, to less than $5,000,000, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The Borrower Seller may elect (i) at any time on any Business Day, to convert Capital Investments bearing Yield at the Applicable Base Rate Loans (other than Swing Purchases) or any portion thereof to Eurodollar Capital Investments bearing Yield at the Applicable LIBO Rate Loans or and (ii) at the end of any Interest Period with respect theretoapplicable Yield Period, to convert Eurodollar Capital Investments bearing Yield at the Applicable LIBO Rate Loans or any portion thereof into Capital Investments bearing Yield at the Applicable Base Rate Loans, or to continue such Eurodollar Capital Investments bearing Yield at the Applicable LIBO Rate Loans or any portion thereof for an additional Interest Yield Period; PROVIDEDprovided, HOWEVERhowever, that the aggregate amount of the Eurodollar Capital Investments bearing Yield at the Applicable LIBO Rate Loans for each Interest Yield Period therefor must be in the an amount of at least $5,000,000 or an integral multiple of $1,000,000 in excess thereof. Each conversion or continuation shall be allocated among the Revolving Credit Loans Capital Investments of all Lenders each Purchaser in accordance with their such Purchaser’s Ratable Portion. Each such election shall be in substantially the form of Exhibit D hereto H (a "NOTICE OF CONVERSION OR CONTINUATION"“Notice of Conversion or Continuation”) and shall be made by giving the Agent at least three 3 Business Days' ’ prior written notice thereof specifying (A) specifying the amount and type of conversion Capital Investment being converted or continuationcontinued, and (B) specifying in the case of a conversion to or a continuation of Capital Investments bearing Yield at the Applicable LIBO Rate, the applicable Yield Period, (C) specifying in the case of a conversion, the date of such conversion and (which date shall be a Business Day andD) certifying that no Event of Termination has occurred and is continuing, if a conversion from Eurodollar Rate Loans, shall also be and certifying that the last day representations and warranties applicable to the Seller contained in Article IV of this Agreement and in Article III of the Interest Period therefor). No conversion of any Swing Loan from a Base Rate Loan may Receivables Sale Agreement are and will be made. The Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation true and correct on and as of the contents thereof. Notwithstanding the foregoingdate of such conversion or continuation as though made on and as of such date, no conversion in whole or in part of Base Rate Loans to Eurodollar Rate Loans, and no continuation in whole or in part of Eurodollar Rate Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which a Default or an Event of Default shall have occurred and be continuing. If, within the time period required under the terms of this Section 2.8, the Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Eurodollar Rate Loans for an additional Interest Period or to convert other than any such Loans, or on any date the aggregate unpaid principal amount of Eurodollar Rate Loans comprising any Borrowing is reducedrepresentations and warranties that, by payment their terms, refer to a specific date other than the date of such conversion or prepayment or otherwisecontinuation, to less than $5,000,000, then, upon the expiration in which case as of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans. Each Notice of Conversion or Continuation shall be irrevocabledates.

Conversion/Continuation Option. (a) The Borrower may elect (i) at any time to convert Base Rate Loans (other than Swing Loans) or any portion thereof to Eurodollar LIBO Rate Dollar Loans in an Applicable Currency Denomination, (ii) at any time to convert LIBO Rate Dollar Loans or any portion thereof into Base Rate Loans in an Applicable Currency Denomination, (iii) at the end of any applicable Interest Period to continue LIBO Rate Loans or any portion thereof in an Applicable Currency Denomination for an additional Interest Period in the same Applicable Currency, or (iiiv) at the end of any Interest Period with respect theretofor any LIBO Loans comprising all or a portion of the Tranche A (Euro) Term Loan, to convert Eurodollar Rate continue such LIBO Loans or any portion thereof into Base Rate Loans, or to continue such Eurodollar Rate Loans or any portion thereof that is at least EURO 5,000,000 (but is not in an Applicable Currency Denomination) for an additional Interest Period, so long as all other LIBO Loans comprising the Tranche A (Euro) Term Loan are in an Applicable Currency Denomination; PROVIDED, HOWEVER, that that, if any such conversion of any LIBO Rate Dollar Loan is made pursuant to clause (ii) above other than on the aggregate last day of the Eurodollar Rate Loans for each an Interest Period therefor must be in for such Loan, the amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereofBorrower shall also pay any amounts owing pursuant to Section 2.14(e). Each conversion or continuation shall be allocated among the Revolving Credit Loans of all Lenders each Lender in accordance with their its Ratable Portion. Each such election shall be in substantially the form of Exhibit D E hereto (a "NOTICE OF CONVERSION OR CONTINUATION") and shall be made by giving the Administrative Agent at least written notice no later than 12:00 noon (New York City time) on the date three Business Days' prior written Days (other than in the case of a continuation of any Euro Loan) or four Business Days (in the case of a continuation of any Euro Loan) in advance of the relevant conversion or continuation, which notice thereof specifying shall specify (A) the amount amount, type and type Applicable Currency of conversion Loan being converted or continuationcontinued, and (B) in the case of a conversion to LIBO Rate Dollar Loans or a continuation of LIBO Rate Loans, the applicable Interest Period, (C) in the case of a conversion, the date of conversion (which date shall be a Business Day andDay) and (D) in the case of any conversion or continuation of any Revolving Loan, if a conversion from Eurodollar Rate Loans, shall also be the last day aggregate outstanding principal liability of the Interest Period therefor)Borrower under any Foreign Overdraft Guarantees on such date of conversion or continuation. No conversion In lieu of any Swing Loan from a Base Rate Loan may be made. The Agent shall promptly notify each Lender of its receipt of giving a Notice of Conversion or Continuation and of for any conversion or continuation, the contents thereof. Notwithstanding Borrower may give the foregoing, no conversion in whole or in part of Base Rate Loans Administrative Agent telephonic notice prior to Eurodollar Rate Loans, and no continuation in whole or in part of Eurodollar Rate Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which a Default or an Event of Default shall have occurred and be continuing. If, within the time period required under the terms of this Section 2.8, the Agent does not receive for giving a Notice of Conversion or Continuation from the Borrower containing Continuation; PROVIDED, HOWEVER, that such telephonic notice shall be promptly confirmed in writing by delivery of a permitted election to continue any Eurodollar Rate Loans for an additional Interest Period or to convert any such Loans, or on any date the aggregate unpaid principal amount of Eurodollar Rate Loans comprising any Borrowing is reduced, by payment or prepayment or otherwise, to less than $5,000,000, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans. Each duly executed Notice of Conversion or Continuation shall be irrevocableto the Administrative Agent prior to the date of conversion or continuation.

Conversion/Continuation Option. (a) The Borrower may elect (i) at any time on any Business Day, to convert Base Rate Loans (other than Swing Loans) or any portion thereof to Eurodollar Eurocurrency Rate Loans or and (ii) at the end of any applicable Interest Period with respect theretoPeriod, to convert Eurodollar Eurocurrency Rate Loans denominated in Dollars or any portion thereof into Base Rate Loans, Loans or to continue such Eurodollar any (x) AMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION Eurocurrency Rate Loans or (y) EURIBOR Rate Loans, or, in each case, any portion thereof thereof, for an additional Interest Period; PROVIDEDprovided, HOWEVERhowever, that the aggregate amount of the Eurodollar Eurocurrency Rate Loans or EURIBOR Rate Loans for each Interest Period therefor must be in the amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereofthe applicable Minimum Threshold. Each conversion or continuation shall be allocated among the Loans of each Revolving Credit Loans of all Lenders Lender in accordance with their such Revolving Credit Lender’s Ratable Portion. Each such election shall be in substantially the form of Exhibit D hereto F (Form of Notice of Conversion or Continuation) (a "NOTICE OF CONVERSION OR CONTINUATION"“Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three Business Days' ’ prior written notice thereof specifying (A) the amount and type of Loan being converted or continued, (B) in the case of a conversion to or continuationa continuation of Eurocurrency Rate Loans or EURIBOR Rate Loans, as applicable, the applicable Interest Period and (BC) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurodollar Rate Loans, shall also be the last day of the Interest Period therefor). No conversion of any Swing Loan from a Base Rate Loan may be made. The Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the contents thereof. Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurodollar Rate Loans, and no continuation in whole or in part of Eurodollar Rate Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which a Default or an Event of Default shall have occurred and be continuing. If, within the time period required under the terms of this Section 2.8, the Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Eurodollar Rate Loans for an additional Interest Period or to convert any such Loans, or on any date the aggregate unpaid principal amount of Eurodollar Rate Loans comprising any Borrowing is reduced, by payment or prepayment or otherwise, to less than $5,000,000, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans. Each Notice of Conversion or Continuation shall be irrevocableconversion.

Conversion/Continuation Option. The Borrower may elect (i) at any time to convert Base Rate Loans or any portion thereof to Eurodollar Rate Loans or (ii) at the end of any Interest Period with respect thereto, to convert Eurodollar Rate Loans or any portion thereof into Base Rate Loans, or to continue such Eurodollar Rate Loans or any portion thereof as Eurodollar Rate Loans for an additional Interest Period; PROVIDED, HOWEVER, that the aggregate of the Eurodollar Rate Loans of the Borrower so converted or so continued for each Interest Period therefor must be in the amount of $5,000,000 or an integral multiple of $1,000,000 5,000,000 in excess thereof. Each conversion or continuation shall be allocated among the Revolving Credit Loans of all Lenders in accordance with their Ratable Portion. Each such election shall be in substantially the form of Exhibit D B hereto (a "NOTICE OF CONVERSION OR CONTINUATIONNotice of Conversion or Continuation") and shall be made by giving the Administrative Agent at least one Business Day's, in the case of a conversion to a Base Rate Loan, and three Business Days' ', in the case of a conversion to or a continuation of a Eurodollar Rate Loan, prior written notice thereof specifying (A) the amount and type of conversion or continuation, and (B) in the case of a conversionconversion to or a continuation of Eurodollar Rate Loans, the Interest Period therefor, and (C) in the case of a conversion the date of conversion (which date shall be a Business Day and, if a conversion from a Eurodollar Rate LoansLoan, shall also be the last day of the Interest Period therefor). No conversion of any Swing Loan from a Base Rate Loan may be made. The Administrative Agent shall promptly (but in any event on the same day) notify each Lender Bank of its receipt of a Notice of Conversion or Continuation and of the contents thereof. Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurodollar Rate Loans, and no continuation in whole or in part of Eurodollar Rate Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which a Default or an Event of Default shall have occurred and be continuing. If, within the time period required under the terms of this Section 2.85.1, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted an election to continue all or any portion of the Eurodollar Rate Loans for an additional Interest Period or to convert all or any portion of such Loans, or on any date the aggregate unpaid principal amount of Eurodollar Rate Loans comprising any Borrowing is reduced, by payment or prepayment or otherwise, to less than $5,000,000, then, upon the expiration of the Interest Period therefor, such Loans or the portions thereof for which an election to continue or convert has not been made will be automatically converted to Base Rate Loans. Each Notice of Conversion or Continuation shall be irrevocable.