Common use of Conversion/Continuation Option Clause in Contracts

Conversion/Continuation Option. Subject to Section 2.10, the Borrower may elect (a) at any time to convert Base Rate Loans or any portion thereof to Eurodollar Rate Loans, or (b) 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 must be in the amount of $2,000,000 or an integral multiple of $1,000,000 in excess thereof. Each conversion or continuation shall be allocated among the Lenders in accordance with their respective Ratable Portions. Each such election shall be in substantially the form of Exhibit C (a "Notice of Conversion or Continuation") and shall be made by giving the Agent at least (x) three Business Days' prior written notice thereof, in the case of the conversion of Base Rate Loans into Eurodollar Rate Loans or the continuation of Eurodollar Rate Loans, and (y) one Business Day's prior written notice thereof, in the case of the conversion of Eurodollar Rate Loans into Base Rate Loans, in each case specifying (i) the amount and type of Revolving Credit Loan being converted or continued, (ii) in the case of a conversion to or a continuation of Eurodollar Rate Loans, the Interest Period therefor and (iii) 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). 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 2.7, 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, then, upon the expiration of the Interest Period therefor, such Eurodollar Rate Loans will be automatically converted to Base Rate Loans. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. Subject to Section 2.10, the Borrower The Borrowers may elect (ai) at any time to convert Base Rate Loans or any portion thereof to Eurodollar Rate Loans, Loans or (bii) at the end of any Interest Period with respect thereto, to convert Eurodollar Rate Loans or any portion thereof into Base Rate Loans 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 $2,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof. Each conversion or continuation of Revolving Credit Loans shall be allocated among the Revolving Credit Loans of all Lenders in accordance with their respective Ratable PortionsPortion. Each such election shall be in substantially the form of Exhibit C D hereto (a "Notice of Conversion or Continuation") and shall be made by giving the Agent at least (x) three Business Days' prior written notice thereof, in the case of the conversion of Base Rate Loans into Eurodollar Rate Loans or the continuation of Eurodollar Rate Loans, and (y) one Business Day's prior written notice thereof, in the case of the conversion of Eurodollar Rate Loans into Base Rate Loans, in each case thereof specifying (iA) the amount and type of Revolving Credit Loan being converted conversion or continuedcontinuation, (ii) in the case of a conversion to or a continuation of Eurodollar Rate Loans, the Interest Period therefor and (iiiB) 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)) and (C) in the case of a conversion to, or a continuation of, Eurodollar Rate Advances, 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 2.72.8, the Agent does not receive a Notice of Conversion or Continuation from the Borrower Borrowers containing a permitted election to continue any Eurodollar Rate Loans for an additional Interest PeriodPeriod 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 Eurodollar Rate Loans will be automatically converted to Base Rate Loans. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. Subject to Section 2.10, the The Borrower may elect (ai) ------------------------------- at any time to convert Base Rate Loans or any portion thereof to Eurodollar Rate Loans, Loans or (bii) at the end of any Interest Period with respect thereto, to convert Eurodollar Rate Loans or any portion thereof into Base Rate Loans 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 aggregate principal amount of $2,000,000 1,000,000 or an integral multiple of $1,000,000 100,000 in excess thereof. Notwithstanding the foregoing, unless otherwise agreed to by the Agents, until the earlier to occur of (i) the date that is 30 days after the Closing Date or (ii) the date the Borrower is advised by the Syndication Agent that the Syndication Agent's primary syndication period has been concluded, the Borrower may not convert Base Rate Loans to Eurodollar Rate Loans. Each conversion or continuation shall be allocated among the Loans of the Lenders so converted or continued in accordance with their respective each Lender's Ratable PortionsPortion of the amount so converted or continued. Each such election shall be in substantially the form of Exhibit C (a "Notice of --------- Conversion or Continuation") and shall be made by giving the Administrative ---------------------------- Agent at least (x) three Business Days' prior written notice thereof, in the case of the conversion of Base Rate Loans into Eurodollar Rate Loans or the continuation of Eurodollar Rate Loans, and (y) one Business Day's prior written notice thereof, in the case of the conversion of Eurodollar Rate Loans into Base Rate Loans, in each case thereof specifying (iA) the amount and type of Revolving Credit Loan being converted conversion or continuedcontinuation, (iiB) in the case of a conversion to or a continuation of Eurodollar Rate Loans, the Interest Period therefor and (iiiC) 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). The Administrative 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, therefor shall be permitted at any time at which a Default (other than a Default under Section 8.1(c)(ii) with respect to a failure to comply with Sections 6.4, 6.6, 6.10, 6.11, 6.12 or 6.14) or an Event of Default shall have occurred and be continuing. If, within the time period required under the terms of this Section 2.7, the Administrative 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 PeriodPeriod or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Eurodollar Rate Loans will be automatically converted to Base Rate Loans. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. Subject to Section 2.10, the (a) The Borrower may elect (ai) at any time to convert Base Rate Loans or any portion thereof to Eurodollar LIBO Rate Loans, or (bii) at the end of any Interest Period with respect thereto, time to convert Eurodollar LIBO Rate Loans or any portion thereof into Base Rate Loans Loans, or (iii) at the end of any applicable Interest Period to continue such Eurodollar LIBO Rate Loans or any portion thereof for an additional Interest Period; provided, however, that that, if any such conversion of any LIBO Rate 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 must be in for such Loan, the amount of $2,000,000 or an integral multiple of $1,000,000 in excess thereofBorrower shall also pay any amounts owing pursuant to Section 2.12(e). Each conversion or continuation shall be allocated among the Lenders Loans of each Lender in accordance with their respective its Ratable PortionsPortion. Each such election shall be in substantially the form of Exhibit C 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 (xNew York City time) on the date three Business Days' prior written notice thereof, Days in the case advance of the relevant conversion of Base Rate Loans into Eurodollar Rate Loans or the continuation of Eurodollar Rate Loanscontinuation, and which notice shall specify (y) one Business Day's prior written notice thereof, in the case of the conversion of Eurodollar Rate Loans into Base Rate Loans, in each case specifying (iA) the amount and type of Revolving Credit Loan being converted or continued, (iiB) in the case of a conversion to LIBO Rate Loans or a continuation of Eurodollar LIBO Rate Loans, the applicable Interest Period therefor Period, and (iiiC) 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 thereforDay). The Agent shall promptly notify each Lender In lieu 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 2.7, 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, then, upon the expiration of the Interest Period therefor, such Eurodollar Rate 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. Subject to Section 2.10, the The Borrower may elect (ai) at any time to convert Base Rate Loans or any portion thereof Portions to Eurodollar Rate Loans, Portions or (bii) at the end of any Interest Period with respect thereto, to convert Eurodollar Rate Loans or any portion thereof Portions into Base Rate Loans Portions, or to continue such Eurodollar Rate Loans or any portion thereof Portions for an additional Interest PeriodPeriod or (iii) pursuant to Section 2.17, convert a Swing Advance into a Eurodollar Rate Portion or (iv) pursuant to Section 2.19, convert an Unpaid Drawing into a Eurodollar Rate Portion; provided, however, that the aggregate of the Eurodollar Rate Loans Portions for each Interest Period therefor must be in the amount of $2,000,000 5,000,000 or an integral multiple of $1,000,000 500,000 in excess thereof. Each conversion or continuation shall be allocated among the Notes of all Lenders in accordance with their respective Ratable PortionsPortion. Each such election shall be in substantially the form of Exhibit C hereto (a "Notice of Conversion or Continuation") and shall be made by giving the Administrative Agent prior to 10:00 a.m. New York City Time, at least three (x3) three Business Days' prior notice (in writing or by telephone, provided, that if such notice is by telephone, written notice confirmation shall be received within one (1) Business Day of such telephonic notice) thereof, in the case of the conversion of Base Rate Loans into Eurodollar Rate Loans or the continuation of Eurodollar Rate Loanswhich notice shall be irrevocable, and (y) one Business Day's prior written notice thereof, in the case of the conversion of Eurodollar Rate Loans into Base Rate Loans, in each case specifying (iA) the amount and type of Revolving Credit Loan being converted conversion or continuedcontinuation, (iiB) in the case of a conversion to or a continuation of Eurodollar Rate LoansPortions, the each Interest Period therefor therefor, and (iiiC) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurodollar Rate LoansPortions, shall also be the last day of the Interest Period therefor). In no event shall more than five Eurodollar Rate Portions be outstanding at any one time. The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the contents thereofthereof and such Lender's Ratable Portion of the Loan to be converted. Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans Portions to Eurodollar Rate LoansPortions, and no continuation in whole or in part of Eurodollar Rate Loans Portions 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 2.72.8, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Eurodollar Rate Loans Portions for an additional Interest PeriodPeriod or to convert any such portions of the Loan, then, upon the expiration of the Interest Period therefor, such Eurodollar Rate Loans portions of the Loan will be automatically converted to Base Rate LoansPortions. Each Notice of Conversion or Continuation shall be irrevocable. Notwithstanding the foregoing, Borrower shall have no right to convert a Swing Advance or any Unpaid Drawing into a Eurodollar Portion other than in accordance with Sections 2.17 and 2.19 respectively.

Conversion/Continuation Option. Subject to Section 2.10, the The Borrower may elect (a) at any time to convert Base Rate Loans or any portion thereof to Eurodollar Rate Loans, or (b) at the end of any Interest Period with respect thereto, to convert Eurodollar Rate Loans or any portion thereof into Base Rate Loans 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 $2,000,000 5,000,000 or an integral multiple of $1,000,000 500,000 in excess thereof. Each conversion or continuation shall be allocated among the Lenders Loans of each Lender in accordance with their respective its Ratable PortionsPortion of the amount so converted or continued. Each such election shall be in substantially the form of Exhibit C B (a "Notice of Conversion or Continuation") and shall be made by giving the Administrative Agent at least (x) three Business Days' prior written notice thereof, thereof in the case event of the a conversion to or continuation of Base Rate Loans into a Eurodollar Rate Loans or the continuation of Eurodollar Rate Loans, and (y) one Business Day's prior written notice thereof, in the case of the conversion of Eurodollar Rate Loans into Base Rate Loans, in each case Loan specifying (i) the amount and type of Revolving Credit Loan being converted conversion or continuedcontinuation, (ii) in the case of a conversion to or a continuation of Eurodollar Rate Loans, the Interest Period therefor and (iii) 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). The Administrative 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 2.72.6, the Administrative 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 PeriodPeriod or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Eurodollar Rate Loans will be automatically converted to Base Rate Loans. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. Subject to Section 2.10, the The Borrower may elect (ai) at any time to convert Base Rate Loans or any portion thereof to Eurodollar Rate Loans, or (bii) at the end of any Interest Period with respect thereto, to convert Eurodollar Rate Loans or any portion thereof into Base Rate Loans 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 $2,000,000 2,500,000 or an integral multiple of $1,000,000 100,000 in excess thereof. Each conversion or continuation shall be allocated among the Loans of all Lenders in accordance with their respective Ratable PortionsPortion. Each such election shall be in substantially the form of Exhibit C I hereto (a "Notice of Conversion or Continuation") and shall be made by giving the Administrative Agent at least three (x3) three Business Days' prior written notice thereof, in the case of the conversion of Base Rate Loans into Eurodollar Rate Loans or the continuation of Eurodollar Rate Loans, and (y) one Business Day's prior written notice thereof, in the case of the conversion of Eurodollar Rate Loans into Base Rate Loans, in each case thereof specifying (iA) the amount and type of Revolving Credit Loan being converted conversion or continuedcontinuation, (iiB) in the case of a conversion to or a continuation of Eurodollar Rate Loans, the Interest Period therefor therefor, and (iiiC) 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). The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the contents thereofthereof and such Lender's Ratable Portion of the Loans to be converted. 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 2.72.8, the Administrative 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 PeriodPeriod or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Eurodollar Rate Loans will be automatically converted to Base Rate Loans. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. Subject to Section 2.10, the The Borrower may elect (ai) at any time to convert Base Rate Loans or any portion thereof to Eurodollar Rate Loans, or (bii) at the end of any Interest Period with respect thereto, to convert Eurodollar Rate Loans or any portion thereof into Base Rate Loans 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 $2,000,000 2,500,000 or an integral multiple of $1,000,000 100,000 in excess thereof. Each conversion or continuation shall be allocated among the Loans of all Lenders in accordance with their respective Ratable PortionsPortion. Each such election shall be in substantially the form of Exhibit C I hereto (a "Notice of Conversion or Continuation") and shall be made by giving the Administrative Agent at least three (x3) three Business Days' prior written notice thereof, in the case of the conversion of Base Rate Loans into Eurodollar Rate Loans or the continuation of Eurodollar Rate Loans, and (y) one Business Day's prior written notice thereof, in the case of the conversion of Eurodollar Rate Loans into Base Rate Loans, in each case thereof specifying (iA) the amount and type of Revolving Credit Loan being converted conversion or continuedcontinuation, (iiB) in the case of a conversion to or a continuation of Eurodollar Rate Loans, the Interest Period therefor therefor, and (iiiC) 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). The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the contents thereofthereof and such Lender's Ratable Portion of the Loans to be converted. 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 2.72.8, the Administrative 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 PeriodPeriod or to convert any such 38 46 Loans, then, upon the expiration of the Interest Period therefor, such Eurodollar Rate Loans will be automatically converted to Base Rate Loans. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. Subject to Section 2.10, The Company (on behalf of itself and the Borrower other Borrowers) may elect (a) at any time to convert Base Rate Loans or any portion thereof to Eurodollar Rate Loans, or (b) 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 must be in the amount of $2,000,000 1,000,000 or an integral multiple of $1,000,000 in excess thereof. Each conversion or continuation shall be allocated among the Lenders in accordance with their respective Ratable Portions. Each such election shall be in substantially the form of Exhibit C B hereto (a "Notice of Conversion or Continuation") and shall be made by giving the Administrative Agent at least (x) three Business Days' prior written notice thereof, in the case of the conversion of Base Rate Loans into Eurodollar Rate Loans or the continuation of Eurodollar Rate Loans, and (y) one Business Day's prior written notice thereof, in the case of the conversion of Eurodollar Rate Loans into Base Rate Loans, in each case specifying (i) the amount and type of Revolving Credit Loan being converted or continued, (ii) in the case of a conversion to or a continuation of Eurodollar Rate Loans, the Interest Period therefor therefor, and (iii) 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). The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the contents thereof. Notwithstanding the foregoing, (x) 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, and (y) any such conversion during the continuance of a Default shall not be permitted in respect of Eurodollar Rate Loans having an Interest Period longer than one month. If, within the time period required under the terms of this Section 2.72.8, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower Company containing a permitted election to continue any Eurodollar Rate Loans for an additional Interest Period, then, upon the expiration of the Interest Period therefor, such Eurodollar Rate Loans will be automatically converted to Base Rate Loans. Each Notice of Conversion or Continuation shall be irrevocable. No conversion of any Swing Loan to a Eurodollar Rate Loan may be made.