Common use of Continuation and Conversion Elections for Loans Clause in Contracts

Continuation and Conversion Elections for Loans. (a) The Company may upon irrevocable written notice to the Agent: (i) elect to Convert, on any Business Day, all or any portion of outstanding Reference Rate Loans in the aggregate principal amount of $20,000,000 or an integral multiple of $10,000,000 in excess thereof into Offshore Rate Loans; (ii) elect to Convert, on the last day of any Interest Period therefor, all or any portion of outstanding Offshore Rate Loans comprising the same Borrowing in the aggregate principal amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof into Reference Rate Loans; or (iii) elect to Continue, on the last day of any Interest Period therefor, any Offshore Rate Loans in the aggregate principal amount of $20,000,000 or an integral multiple of $10,000,000 in excess thereof as Offshore Rate Loans. provided, however, that if the Effective Amount of Offshore Rate Loans in the -------- ------- same Borrowing would be reduced as a result of any Conversion of part thereof to Reference Rate Loans to an amount less than $20,000,000, such Offshore Rate Loans shall automatically Convert into Reference Rate Loans on the last day of the Interest Period on which such Conversion occurs. (b) The Company shall deliver a notice of Conversion or Continuation (a "Notice of Conversion/Continuation"), in substantially the form of Exhibit --------------------------------- ------- 2.09(b), to the Agent not later than 12:00 noon (New York City time) (i) four ------- Business Days prior to the proposed date of Conversion or Continuation, if the Loans or any portion thereof are to be Converted into or Continued as Offshore Rate Loans and (ii) one Business Day prior to the proposed date of Conversion, if the Loans or any portion thereof are to be Converted into Reference Rate Loans. Each such Notice of Conversion/Continuation shall be irrevocable and shall be made by facsimile, specifying therein: (i) the proposed date of Conversion or Continuation; (ii) the aggregate amount of Loans to be Converted or Continued; and (iii) the duration of the applicable Interest Period if such Loans are Offshore Rate Loans. (c) If, on the fourth Business Day prior to the expiration of any Interest Period applicable to Offshore Rate Loans, the Company shall have failed to select a new Interest Period to be applicable to such Offshore Rate Loans, the Company shall be deemed to have elected to Convert such Offshore Rate Loans into Reference Rate Loans effective as of the last day of such Interest Period. (d) Upon receipt of a Notice of Conversion/Continuation, the Agent shall promptly notify each Lender thereof. All Conversions and Continuations shall be made ratably among the Lenders based on their Commitment Percentages of the Loans with respect to which such notice was given. (e) Notwithstanding any other provision contained in this Agreement, after giving effect to any Conversion or Continuation of any Loans, there shall not be more than three different Interest Periods for Loans in effect. (f) Unless the Required Lenders otherwise consent, during the existence of a Default or Event of Default, the Company may not elect to have a Loan Converted into or Continued as an Offshore Rate Loan.

Continuation and Conversion Elections for Loans. (a) The Company may upon irrevocable written notice to the Administrative Agent: (i) elect to Convert, on any Business Day, all or any portion of outstanding Reference Alternate Base Rate Loans in the aggregate principal amount of $20,000,000 or an integral multiple of $10,000,000 in excess thereof into Offshore Rate Loans; (ii) elect to Convert, on the last day of any Interest Period therefor, all or any portion of outstanding Offshore Rate Loans comprising the same Borrowing in the aggregate principal amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof into Reference Alternate Base Rate Loans; or (iii) elect to Continue, on the last day of any Interest Period therefor, any Offshore Rate Loans in the aggregate principal amount of $20,000,000 or an integral multiple of $10,000,000 in excess thereof as Offshore Rate Loans. provided, however, that if the Effective Amount of Offshore Rate Loans in the -------- ------- same Borrowing would be reduced as a result of any Conversion of part thereof to Reference Alternate Base Rate Loans to an amount less than $20,000,000, such Offshore Rate Loans shall automatically Convert into Reference Alternate Base Rate Loans on the last day of the Interest Period on which such Conversion occurs. (b) The Company shall deliver a notice of Conversion or Continuation (a "“Notice of Conversion/Continuation"”), in substantially the form of Exhibit --------------------------------- ------- 2.09(b), to the Administrative Agent not later than 12:00 noon (New York City time) (i) four ------- Business Days prior to the proposed date of Conversion or Continuation, if the Loans or any portion thereof are to be Converted into or Continued as Offshore Rate Loans and (ii) one Business Day prior to the proposed date of Conversion, if the Loans or any portion thereof are to be Converted into Reference Alternate Base Rate Loans. Each such Notice of Conversion/Continuation shall be irrevocable and shall be made by facsimile, specifying therein: (i) the proposed date of Conversion or Continuation; (ii) the aggregate amount of Loans to be Converted or Continued; and (iii) the duration of the applicable Interest Period if such Loans are Offshore Rate Loans. (c) If, on the fourth Business Day prior to the expiration of any Interest Period applicable to Offshore Rate Loans, the Company shall have failed to select a new Interest Period to be applicable to such Offshore Rate Loans, the Company shall be deemed to have elected to Convert such Offshore Rate Loans into Reference Alternate Base Rate Loans effective as of the last day of such Interest Period.. Table of Contents (d) Upon receipt of a Notice of Conversion/Continuation, the Administrative Agent shall promptly notify each Lender thereof. All Conversions and Continuations shall be made ratably among the Lenders based on their Commitment Percentages of the Loans with respect to which such notice was given. (e) Notwithstanding any other provision contained in this Agreement, after giving effect to any Conversion or Continuation of any Loans, there shall not be more than three different Interest Periods for Loans in effect. (f) Unless the Required Lenders otherwise consent, during the existence of a Default or Event of Default, the Company may not elect to have a Loan Converted into or Continued as an Offshore Rate Loan.

Continuation and Conversion Elections for Loans. (a) The ----------------------------------------------- Company may upon irrevocable written notice to the Agent: (i) elect to Convertconvert, on any Business Day, all or any portion of outstanding Reference Rate Loans (in the aggregate principal amount of $20,000,000 or an integral multiple of $10,000,000 in excess thereof thereof) into Offshore Rate Eurodollar Loans; (ii) elect to Convertconvert, on the last day of any Interest Period therefor, all or any portion of outstanding Offshore Rate Eurodollar Loans comprising the same Borrowing (in the aggregate principal amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof thereof) into Reference Rate Loans; or (iii) elect to Continuecontinue, on the last day of any Interest Period therefor, any Offshore Rate Loans in the aggregate principal amount of $20,000,000 or an integral multiple of $10,000,000 in excess thereof as Offshore Rate Eurodollar Loans. ; provided, however, that if the Effective Amount aggregate amount of Offshore Rate outstanding Eurodollar Loans -------- ------- comprised in the -------- ------- same Borrowing would be reduced as a result of any Conversion conversion of part thereof to Reference Rate Loans to an amount less than $20,000,000, such Offshore Rate Eurodollar Loans shall automatically Convert convert into Reference Rate Loans on the last day of the Interest Period on which such Conversion conversion occurs. (b) The Company shall deliver a notice of Conversion conversion or Continuation continuation (a "Notice of Conversion/Continuation"), in substantially the form of Exhibit --------------------------------- ------- 2.09(b)2.10, to the Agent not later than 12:00 noon (New York City time) (i) four ------- three ---- Business Days prior to the proposed date of Conversion conversion or Continuationcontinuation, if the Loans or any portion thereof are to be Converted converted into or Continued continued as Offshore Rate Loans Eurodollar Loans, and (ii) one Business Day prior to the proposed date of Conversionconversion, if the Loans or any portion thereof are to be Converted converted into Reference Rate Loans. Each such Notice of Conversion/Continuation shall be irrevocable and shall be made by facsimilefacsimile or telex, specifying therein: (i) the proposed date of Conversion conversion or Continuationcontinuation; (ii) the aggregate amount of Loans to be Converted converted or Continuedcontinued; and (iii) the duration of the applicable Interest Period if such Loans are Offshore Rate Eurodollar Loans. (c) If, on the fourth third Business Day prior to the expiration of any Interest Period applicable to Offshore Rate Eurodollar Loans, the Company shall have failed to select a new Interest Period to be applicable to such Offshore Rate Eurodollar Loans, the Company shall be deemed to have elected to Convert convert such Offshore Rate Eurodollar Loans into Reference Rate Loans effective as of the last day of such Interest Period. (d) Upon receipt of a Notice of Conversion/Continuation, the Agent shall promptly notify each Lender thereof. All Conversions conversions and Continuations continuations shall be made ratably among the Lenders based on their Commitment Loan Percentages of the Loans with respect to which such notice was given. (e) Notwithstanding any other provision contained in this Agreement, after giving effect to any Conversion conversion or Continuation continuation of any Loans, there shall not be more than three four different Interest Periods for Eurodollar Loans in effect. (f) Unless the Required Lenders otherwise consent, during the existence of a Default or Event of Default, the Company may not elect to have a Loan Converted into or Continued as an Offshore Rate Loan.

Continuation and Conversion Elections for Loans. (a) The Company may upon irrevocable written notice to the Agent: (i) elect to Convert, on any Business Day, all or any portion of outstanding Reference Rate Loans in the aggregate principal amount of $20,000,000 or an integral multiple of $10,000,000 in excess thereof into Offshore Rate Loans; (ii) elect to Convert, on the last day of any Interest Period therefor, all or any portion of outstanding Offshore Rate Loans comprising the same Borrowing in the aggregate principal amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof into Reference Rate Loans; or (iii) elect to Continue, on the last day of any Interest Period therefor, any Offshore Rate Loans in the aggregate principal amount of $20,000,000 or an integral multiple of $10,000,000 in excess thereof as Offshore Rate Loans. provided, however, that if the Effective Amount of Offshore Rate Loans in the -------- ------- same Borrowing would be reduced as a result of any Conversion of part thereof to Reference Rate Loans to an amount less than $20,000,000, such Offshore Rate Loans shall automatically Convert into Reference Rate Loans on the last day of the Interest Period on which such Conversion occurs. (b) The Company shall deliver a notice of Conversion or Continuation (a "Notice of Conversion/Continuation"), in substantially the form of Exhibit --------------------------------- ------- 2.09(b), to the Agent not later than 12:00 noon (New York City time) (i) four ------- Business Days prior to the proposed date of Conversion or Continuation, if the Loans or any portion thereof are to be Converted into or Continued as Offshore Rate Loans Loans, and (ii) one Business Day prior to the proposed date of Conversion, if the Loans or any portion thereof are to be Converted into Reference Rate Loans. Each such Notice of Conversion/Continuation shall be irrevocable and shall be made by facsimile, specifying therein: (i) the proposed date of Conversion or Continuation; (ii) the aggregate amount of Loans to be Converted or Continued; and (iii) the duration of the applicable Interest Period if such Loans are Offshore Rate Loans. (c) If, on the fourth Business Day prior to the expiration of any Interest Period applicable to Offshore Rate Loans, the Company shall have failed to select a new Interest Period to be applicable to such Offshore Rate Loans, the Company shall be deemed to have elected to Convert such Offshore Rate Loans into Reference Rate Loans effective as of the last day of such Interest Period. (d) Upon receipt of a Notice of Conversion/Continuation, the Agent shall promptly notify each Lender thereof. All Conversions and Continuations shall be made ratably among the Lenders based on their Commitment Percentages of the Loans with respect to which such notice was given. (e) Notwithstanding any other provision contained in this Agreement, after giving effect to any Conversion or Continuation of any Loans, there shall not be more than three different Interest Periods for Loans in effect. (f) Unless the Required Lenders otherwise consent, during the existence of a Default or Event of Default, the Company may not elect to have a Loan Converted into or Continued as an Offshore Rate Loan.