Common use of Conversion/Continuation Option Clause in Contracts

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 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 (iv) at the end of any Interest Period for any LIBO Loans comprising all or a portion of the Tranche A (Euro) Term Loan, to continue such LIBO 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, if any such conversion of any LIBO Rate Dollar Loan is made pursuant to clause (ii) above other than on the last day of an Interest Period for such Loan, the Borrower shall also pay any amounts owing pursuant to Section 2.14(e). Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with its Ratable Portion. Each such election shall be in substantially the form of Exhibit E hereto (a "NOTICE OF CONVERSION OR CONTINUATION") and shall be made by giving the Administrative Agent written notice no later than 12:00 noon (New York City time) on the date three Business 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 shall specify (A) the amount, type and Applicable Currency of Loan being converted or continued, (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) and (D) in the case of any conversion or continuation of any Revolving Loan, the aggregate outstanding principal liability of the Borrower under any Foreign Overdraft Guarantees on such date of conversion or continuation. In lieu of giving a Notice of Conversion or Continuation for any conversion or continuation, the Borrower may give the Administrative Agent telephonic notice prior to the time required for giving a Notice of Conversion or Continuation; PROVIDED, HOWEVER, that such telephonic notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion or Continuation to the Administrative Agent prior to the date of conversion or continuation. (b) The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation (or of telephonic notice duly given in lieu thereof) and of the options selected therein. Notwithstanding the foregoing, (i) Euro Loans may not be converted into Base Rate Loans or into LIBO Rate Dollar Loans; (ii) no conversion in whole or in part of Base Rate Loans to LIBO Rate Dollar Loans, and no continuation in whole or in part of LIBO Rate Dollar Loans upon the expiration of any applicable Interest Period, and no election of an Interest Period in excess of one month in respect of any Euro Loans, shall be permitted at any time at which a Default or an Event of Default shall have occurred and be continuing; and (iii) no conversion in whole or in part of Base Rate Loans to LIBO Rate Dollar Loans, and no continuation in whole or in part of LIBO Rate Loans upon the expiration of any applicable Interest Period, shall be permitted at any time at which such conversion into, or continuation of, would violate any of the provisions of Section 2.14. If, within the time period required under the terms of this Section 2.11, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any LIBO Rate Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the applicable Interest Period, (i) if such Loans are LIBO Rate Dollar Loans, such Loans will be automatically converted to Base Rate Loans or (ii) if such Loans are Euro Loans, such Loans shall be automatically continued as Euro Loans with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The Borrower may elect (i) at any from time to time to convert Base Eurodollar Rate Loans (other to CBFR Loans by giving the Administrative Agent prior irrevocable notice of such election no later than Swing Loans) or any portion thereof to LIBO Rate Dollar Loans in an Applicable Currency Denomination11:00 a.m., (ii) at any time to convert LIBO Rate Dollar Loans or any portion thereof into Base Rate Loans in an Applicable Currency DenominationNew York City time, (iii) at on 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 Business Day preceding the same Applicable Currencyproposed conversion date, or (iv) at the end of any Interest Period for any LIBO Loans comprising all or a portion of the Tranche A (Euro) Term Loan, to continue such LIBO Loans or any portion thereof provided 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, if any such conversion of any LIBO Eurodollar Rate Dollar Loan is Loans may only be made pursuant to clause (ii) above other than on the last day of an Interest Period for such Loan, the with respect thereto. The Borrower shall also pay any amounts owing pursuant may elect from time to Section 2.14(e). Each conversion or continuation shall be allocated among the time to convert CBFR Loans of each Lender in accordance with its Ratable Portion. Each such election shall be in substantially the form of Exhibit E hereto (a "NOTICE OF CONVERSION OR CONTINUATION") and shall be made to Eurodollar Rate Loans by giving the Administrative Agent written prior irrevocable notice of such election no later than 12:00 noon (11:00 A.M., New York City time) , on the third Business Day preceding the proposed conversion date three Business 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 shall specify (A) the amountlength of the initial Interest Period therefor), type provided that no CBFR Loan under a particular Facility may be converted into a Eurodollar Rate Loan when any Event of Default has occurred and Applicable Currency is continuing and the Majority Facility Lenders in respect of Loan being converted or continued, (B) such Facility have determined in the case of a conversion their reasonable discretion not 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) and (D) in the case permit such conversions. Upon receipt of any conversion or continuation of any Revolving Loan, such notice the aggregate outstanding principal liability of the Borrower under any Foreign Overdraft Guarantees on such date of conversion or continuation. In lieu of giving a Notice of Conversion or Continuation for any conversion or continuation, the Borrower may give the Administrative Agent telephonic notice prior to the time required for giving a Notice of Conversion or Continuation; PROVIDED, HOWEVER, that such telephonic notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion or Continuation to the Administrative Agent prior to the date of conversion or continuation. (b) The Administrative Agent shall promptly notify each relevant Lender of its receipt of a Notice of Conversion or Continuation thereof. (or of telephonic notice duly given in lieu thereofb) and of the options selected therein. Notwithstanding the foregoing, (i) Euro Loans Any Eurodollar Rate Loan may not be converted into Base Rate Loans or into LIBO Rate Dollar Loans; (ii) no conversion in whole or in part of Base Rate Loans to LIBO Rate Dollar Loans, and no continuation in whole or in part of LIBO Rate Dollar Loans upon the expiration of any applicable Interest Period, and no election of an Interest Period in excess of one month in respect of any Euro Loans, shall be permitted at any time at which a Default or an Event of Default shall have occurred and be continuing; and (iii) no conversion in whole or in part of Base Rate Loans to LIBO Rate Dollar Loans, and no continuation in whole or in part of LIBO Rate Loans upon the expiration of any applicable Interest Period, shall be permitted at any time at which continued as such conversion into, or continuation of, would violate any of the provisions of Section 2.14. If, within the time period required under the terms of this Section 2.11, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any LIBO Rate Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, (i) of the length of the next Interest Period to be applicable to such Loans, provided that no Eurodollar Rate Loan under a particular Facility may be continued as such when any Event of Default has occurred and is continuing and the Majority Facility Lenders in respect of such Facility have determined in their reasonable discretion not to permit such continuations, and provided, further, that if the Borrower shall fail to give any required notice as described above in this paragraph or if such Loans are LIBO Rate Dollar Loans, such Loans will be automatically converted continuation is not permitted pursuant to Base Rate Loans or (ii) if such Loans are Euro Loans, the preceding proviso such Loans shall be automatically continued as Euro converted to CBFR Loans with an on the last day of such then expiring Interest Period Period. Upon receipt of one month. Each Notice of Conversion or Continuation any such notice the Administrative Agent shall be irrevocablepromptly notify each relevant Lender thereof.

Conversion/Continuation Option. (a) The U.S. 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 LIBO Eurocurrency Rate Dollar Loans in an Applicable Currency Denominationand at the end of any applicable Interest Period, (ii) at any time to convert LIBO Eurocurrency 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 or to continue LIBO such Eurocurrency Rate Loans or any portion thereof in an Applicable Currency Denomination for an additional Interest Period in the same Applicable Currency, or (iv) at the end of any Interest Period for any LIBO Loans comprising all or a portion of the Tranche A (Euro) Term Loan, to continue such LIBO 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; provided, so long as all other LIBO however, that the aggregate amount of the Eurocurrency Rate Loans comprising the Tranche A (Euro) Term Loan are in an Applicable Currency Denomination; PROVIDED, HOWEVER, that, if any such conversion of any LIBO Rate Dollar Loan is made pursuant to clause (ii) above other than on the last day of an for each Interest Period must be not less than the Minimum Currency Threshold. The U.K. Borrower and the Dutch Borrower may elect the length of the new Interest Period or Interest Periods with respect to such Borrower's Eurocurrency Rate Loans at the end of the then current Interest Period with respect to such Loans; provided, however, that the aggregate amount of the Eurocurrency Rate Loans for such Loan, each Interest Period must be not less than the Borrower shall also pay any amounts owing pursuant to Section 2.14(e)Minimum Currency Threshold. Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with its such Lender's Ratable Portion. Each such election shall be in substantially the form of Exhibit E hereto F (Form of Notice of Conversion or Continuation) (a "NOTICE OF CONVERSION OR CONTINUATIONNotice of Conversion or Continuation") and shall be made by giving the Administrative Agent at least three Business Days' prior written notice no later than 12:00 noon (New York City time) on the date three Business 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 shall specify specifying (A) the amount, amount and type and Applicable Currency of Loan being converted or continued, (B) in the case of a conversion to LIBO Rate Dollar Loans or a continuation of LIBO Eurocurrency Rate Loans, the applicable Interest Period, Period and (C) in the case of a conversion, the date of conversion (which date shall be a Business Day) and (D) in the case of any conversion or continuation of any Revolving Loan, the aggregate outstanding principal liability of the Borrower under any Foreign Overdraft Guarantees on such date of conversion or continuation. In lieu of giving a Notice of Conversion or Continuation for any conversion or continuation, the Borrower may give the Administrative Agent telephonic notice prior to the time required for giving a Notice of Conversion or Continuation; PROVIDED, HOWEVER, that such telephonic notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion or Continuation to the Administrative Agent prior to the date of conversion or continuationconversion. (b) The Administrative Agent shall promptly notify each applicable Lender of its receipt of a Notice of Conversion or Continuation (or of telephonic notice duly given in lieu thereof) and of the options selected therein. Notwithstanding the foregoing, (i) Euro Loans may not be converted into Base Rate Loans or into LIBO Rate Dollar Loans; (ii) no conversion in whole or in part of Base Rate Loans to LIBO Eurocurrency Rate Dollar Loans, and no continuation in whole or in part of LIBO Dollar Revolving Loans or U.S. Term Loans that are Eurocurrency Rate Dollar Loans upon the expiration of any applicable Interest Period, and no election of an Interest Period in excess of one month in respect of any Euro Loans, shall be permitted at any time at which a Default or (A) an Event of Default shall have occurred and be continuing; and continuing or (iiiB) no conversion in whole the continuation of, or in part of Base Rate Loans to LIBO Rate Dollar Loans, and no continuation in whole or in part of LIBO Rate Loans upon the expiration of any applicable Interest Period, shall be permitted at any time at which such conversion into, or continuation of, a Eurocurrency Rate Loan would violate any of the provisions provision of Section 2.142.14 (Special Provisions Governing Eurocurrency Rate Loans). If, within the time period required under the terms of this Section 2.11, the Administrative Agent does not receive a Notice of Conversion or Continuation from the applicable Borrower containing a permitted election to continue any LIBO Eurocurrency Rate Loans for an additional Interest Period or to convert any such LoansLoans (and, in the case of Loans to the U.K. Borrower or the Dutch Borrower, if an Event of Default shall have occurred and is continuing at the end of any Interest Period), then, upon the expiration of the applicable Interest Period, (i) if such Loans are LIBO Rate Dollar Loans, such Loans will denominated in Dollars shall be automatically converted to Base Rate Loans and Loans denominated in Euros or (ii) if such Loans are Euro Loans, such Loans Sterling shall be automatically continued as Euro Eurocurrency Rate Loans with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The Borrower may elect (i) at any time to convert Base Rate Loans (other than Swing Line Loans) or any portion thereof to 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 (iv) at the end of any Interest Period for any LIBO Loans comprising all or a portion of the Tranche A (Euro) Term Loan, to continue such LIBO 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; PROVIDEDprovided, HOWEVERhowever, that, if any such conversion of any LIBO Rate Dollar Loan is made pursuant to clause (ii) above other than on the last day of an Interest Period for such Loan, the Borrower shall also pay any amounts owing pursuant to Section 2.14(e). Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with its Ratable Portion. Each such election shall be in substantially the form of Exhibit E hereto (a "NOTICE OF CONVERSION OR CONTINUATION"“Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent written notice no later than 12:00 noon (New York City time) on the date three Business 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 shall specify (A) the amount, type and Applicable Currency of Loan being converted or continued, (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) and (D) in the case of any conversion or continuation of any Revolving Loan, the aggregate outstanding principal liability of the Borrower under any Foreign Overdraft Guarantees Guaranties on such date of conversion or continuation. In lieu of giving a Notice of Conversion or Continuation for any conversion or continuation, the Borrower may give the Administrative Agent telephonic notice prior to the time required for giving a Notice of Conversion or Continuation; PROVIDEDprovided, HOWEVERhowever, that such telephonic notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion or Continuation to the Administrative Agent prior to the date of conversion or continuation. (b) The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation (or of telephonic notice duly given in lieu thereof) and of the options selected therein. Notwithstanding the foregoing, (i) Euro Loans may not be converted into Base Rate Loans or into LIBO Rate Dollar Loans; (ii) no conversion in whole or in part of Base Rate Loans to LIBO Rate Dollar Loans, and no continuation in whole or in part of LIBO Rate Dollar Loans upon the expiration of any applicable Interest Period, and no election of an Interest Period in excess of one month in respect of any Euro Loans, shall be permitted at any time at which a Default or an Event of Default shall have occurred and be continuing; and (iii) no conversion in whole or in part of Base Rate Loans to LIBO Rate Dollar Loans, and no continuation in whole or in part of LIBO Rate Loans upon the expiration of any applicable Interest Period, shall be permitted at any time at which such conversion into, or continuation of, would violate any of the provisions of Section 2.14. If, within the time period required under the terms of this Section 2.11, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any LIBO Rate Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the applicable Interest Period, (i) if such Loans are LIBO Rate Dollar Loans, such Loans will be automatically converted to Base Rate Loans or (ii) if such Loans are Euro Loans, such Loans shall be automatically continued as Euro Loans with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The Borrower may elect (ia) at any time to convert Loans from Base Rate Loans (other than Swing Loans) or any portion thereof to 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 Federal Funds Rate Loans or any portion thereof in an Applicable Currency Denomination for an additional Interest Period in the same Applicable Currency, Eurodollar Rate Loans or (ivb) at the end of any Interest Period for any LIBO with respect to Eurodollar Rate Loans, to convert Eurodollar Rate Loans comprising all to Federal Funds Rate Loans or a portion of the Tranche A (Euro) Term LoanBase Rate Loans, or to continue such LIBO 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 or (c) at the Tranche A (Euro) Term Loan are in an Applicable Currency Denomination; PROVIDED, HOWEVER, that, if any such conversion end of any LIBO Rate Dollar Loan is made pursuant to clause (ii) above other than on the last day of an Interest Period with respect to Federal Funds Rate Loans to convert Federal Funds Rate Loans to Base Rate Loans or Eurodollar Rate Loans, or to continue such Federal Funds Rate Loans for such Loan, the Borrower shall also pay any amounts owing pursuant to Section 2.14(e). Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with its Ratable Portionan additional Interest Period. Each such election shall be in substantially the form of Exhibit E EXHIBIT D hereto (a "NOTICE OF CONVERSION OR CONTINUATIONNotice of Conversion or Continuation") and shall be made by giving the Administrative Agent written notice no later than 12:00 noon at least (New York City time) on the date three Business 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 shall specify (A) the amount, type and Applicable Currency of Loan being converted or continued, (Bx) in the case of a conversion conversions to LIBO Rate Dollar Loans or a continuation continuations of LIBO Eurodollar Rate Loans, three Business Days' prior written notice thereof and (y) in the applicable Interest Periodcase of conversions to, or continuations of, Federal Funds Rate Loans or Base Rate Loans, one Business Day's prior written notice thereof, specifying: (i) whether the Loan is a Facility A Loan or a Facility B Loan, (Cii) the amount of conversion or continuation, (iii) the Interest Period therefor, and (iv) in the case of a conversion, the date of conversion (conversion, which date shall be a Business Day) and (D) in the case of any conversion or continuation of any Revolving Loan, the aggregate outstanding principal liability of the Borrower under any Foreign Overdraft Guarantees on such date of conversion or continuation. In lieu of giving a Notice of Conversion or Continuation for any conversion or continuation, the Borrower may give the Administrative Agent telephonic notice prior to the time required for giving a Notice of Conversion or Continuation; PROVIDED, HOWEVER, that such telephonic notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion or Continuation to the Administrative Agent prior to the date of conversion or continuation. (b) The Administrative Agent shall promptly notify each Facility A Lender or Facility B Lender, as appropriate, of its receipt of a Notice of Conversion or Continuation (or of telephonic notice duly given in lieu thereof) and of the options selected thereincontents thereof. Notwithstanding the foregoing, (i) Euro Loans may not be converted into Base Rate Loans or into LIBO Rate Dollar Loans; (ii) no conversion in whole or in part of Base Rate Loans to LIBO either Federal Funds Rate Dollar Loans or Eurodollar Rate Loans, and no continuation in whole of either Federal Funds Rate Loans or in part of LIBO Eurodollar Rate Dollar Loans upon the expiration of any applicable Interest Period, and no election of an Interest Period in excess of one month in respect of any Euro Loanstherefor, shall be permitted at any time at which a Default or an Event of Default shall have occurred and be continuing; and (iii) no conversion in whole or in part of Base Rate Loans to LIBO Rate Dollar Loans, and no continuation in whole or in part of LIBO Rate Loans upon the expiration of any applicable Interest Period, shall be permitted at any time at which such conversion into, or continuation of, would violate any of the provisions of Section 2.14. If, within the time period required under the terms of this Section 2.11, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted an election to continue any LIBO either Federal Funds Rate Loans or Eurodollar Rate Loans for an additional Interest Period or to convert any such LoansLoans to another Type, then, upon the expiration of the applicable Interest Period, (i) if such Loans are LIBO Rate Dollar LoansPeriod therefor, such Loans will be automatically converted to Base Rate Loans or (ii) if such Loans are Euro Loans, such Loans shall be automatically continued as Euro Loans with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.

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 LIBO Eurocurrency Rate Dollar Loans in an Applicable Currency Denomination, and (ii) at the end of any time applicable Interest Period, to convert LIBO Eurocurrency Rate Dollar Loans denominated in Dollars or any portion thereof into Base Rate Loans in an Applicable Currency Denomination, (iii) at the end of any applicable Interest Period or to continue LIBO any (x) Eurocurrency Rate Loans or (y) EURIBOR Rate Loans, or, in each case, any portion thereof in an Applicable Currency Denomination for an additional Interest Period in the same Applicable Currencythereof, or (iv) at the end of any Interest Period for any LIBO Loans comprising all or a portion of the Tranche A (Euro) Term Loan, to continue such LIBO 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; provided, so long as all other LIBO however, that the aggregate amount of Eurocurrency Rate Loans comprising the Tranche A (Euro) Term Loan are in an Applicable Currency Denomination; PROVIDED, HOWEVER, that, if any such conversion of any LIBO or EURIBOR Rate Dollar Loan is made pursuant to clause (ii) above other than on the last day of an Loans for each Interest Period for such Loan, must be in the Borrower shall also pay any amounts owing pursuant to Section 2.14(e)amount of the applicable Minimum Threshold. Each conversion or continuation shall be allocated among the Loans of each Revolving Credit Lender in accordance with its such Revolving Credit Lender’s Ratable Portion. Each such election shall be in substantially the form of Exhibit E 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 no later than 12:00 noon (New York City time) on the date three Business 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 shall specify specifying AMENDED AND RESTATED CREDIT AGREEMENT ▇▇▇▇▇ HEALTHCARE CORPORATION (A) the amount, amount and type and Applicable Currency of Loan being converted or continued, (B) in the case of a conversion to LIBO Rate Dollar Loans or a continuation of LIBO Eurocurrency Rate Loans or EURIBOR Rate Loans, as applicable, the applicable Interest Period, Period and (C) in the case of a conversion, the date of conversion (which date shall be a Business Day) and (D) in the case of any conversion or continuation of any Revolving Loan, the aggregate outstanding principal liability of the Borrower under any Foreign Overdraft Guarantees on such date of conversion or continuation. In lieu of giving a Notice of Conversion or Continuation for any conversion or continuation, the Borrower may give the Administrative Agent telephonic notice prior to the time required for giving a Notice of Conversion or Continuation; PROVIDED, HOWEVER, that such telephonic notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion or Continuation to the Administrative Agent prior to the date of conversion or continuationconversion. (b) The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation (or of telephonic notice duly given in lieu thereofpursuant to Section 2.11(a) above and of the options selected therein. Notwithstanding the foregoing, (i) Euro Loans may not be converted into Base Rate Loans or into LIBO Rate Dollar Loans; (ii) no conversion in whole or in part of Base Rate Loans to LIBO Eurocurrency Rate Dollar Loans, Loans and no continuation in whole or in part of LIBO Rate Dollar Revolving Loans denominated in an Alternative Currency (other than to Revolving Loans having an Interest Period of one month) upon the expiration of any applicable Interest Period, and no election of an Interest Period in excess of one month in respect of any Euro Loans, shall be permitted at any time at which (A) a Default or an Event of Default shall have occurred and be continuing; and continuing or (iiiB) no conversion in whole the continuation of, or in part of Base Rate Loans to LIBO Rate Dollar Loans, and no continuation in whole or in part of LIBO Rate Loans upon the expiration of any applicable Interest Period, shall be permitted at any time at which such conversion into, or continuation of, a Eurocurrency Rate Loan would violate any of the provisions provision of Section 2.14. If, within the time period required under the terms of this Section 2.11, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any LIBO Rate Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the applicable Interest Period, 2.14 (i) if such Loans are LIBO Rate Dollar Loans, such Loans will be automatically converted to Base Rate Loans or (ii) if such Loans are Euro Loans, such Loans shall be automatically continued as Euro Loans with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.