Common use of Continuation and Conversion of Syndicate Loans Clause in Contracts

Continuation and Conversion of Syndicate Loans. (a) So long as no Default or Event of Default shall have occurred and be continuing, the Borrower may on any LIBOR Business Day, with respect to any LIBOR Loan, elect to maintain such LIBOR Loan or any portion thereof as a LIBOR Loan by selecting a new Interest Period for such LIBOR Loan. Each new Interest Period selected under this Section for a Syndicate Loan shall commence on the last day of the immediately preceding Interest Period for such Syndicate Loan. Each selection of a new Interest Period shall be made by the Borrower's giving of a Notice of Continuation not later than 12:00 noon on the third LIBOR Business Day prior to the date of any such Continuation to the Administrative Agent. Promptly after receipt of a Notice of Continuation, the Administrative Agent shall notify each Lender by telex or telecopy, or other similar form of transmission of the proposed Continuation. Such notice by the Borrower of a Continuation shall be by telephone or telecopy, confirmed immediately in writing if by telephone, in the form of a Notice of Continuation, specifying (a) the date of such Continuation, (b) the LIBOR Loan and portion thereof subject to such Continuation and (c) the duration of the selected Interest Period, all of which shall be specified in such manner as is necessary to comply with all limitations on Syndicate Loans outstanding hereunder. Upon receipt of a Notice of Continuation, the Administrative Agent shall determine the Adjusted LIBO Rate and promptly notify the Borrower and the Lenders by telephone (promptly confirmed in writing by telecopier) or in writing by telecopier. Each Notice of Continuation shall be irrevocable by and binding on the Borrower once given. If the Borrower shall fail to select in a timely manner a new Interest Period for any LIBOR Loan in accordance with this Section, such Loan will automatically, on the last day of the current Interest Period therefore, Convert into a Base Rate Loan notwithstanding failure of the Borrower to comply with Section 2.2. (b) So long as no Event of Default shall have occurred and be continuing, the Borrower may on any Business Day, upon the Borrower's giving of a Notice of Conversion to the Administrative Agent, Convert the entire amount of all or a portion of a Loan of one Type into a Loan of another Type. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Lender by telex or telecopy, or other similar form of transmission of the proposed Conversion. Any Conversion of a LIBOR Loan into a Base Rate Loan shall be made on, and only on, the last day of an Interest Period for such LIBOR Loan. Each such Notice of Conversion shall be given not later than 12:00 noon on the Business Day prior to the date of any proposed Conversion into Base Rate Loans and on the third LIBOR Business Day prior to the date of any proposed Conversion into LIBOR Loans. Subject to the restrictions specified above, each such notice by the Borrower of a Conversion shall be by telephone or telecopy, confirmed immediately in writing if by telephone, in the form of a Notice of Continuation specifying (a) the requested date of such Conversion, (b) the Type of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given. Each Conversion from a Base Rate Loan to a LIBOR Loan shall be in an aggregate amount for the Loans of all Lenders of not less than $5,000,000 or integral multiples of $1,000,000 in excess of that amount. Upon receipt of a Notice of Conversion, the Administrative Agent shall determine the Adjusted LIBO Rate or the Base Rate, as the case may be, and promptly notify the Borrower and the Lenders by telephone (promptly confirmed in writing by telecopier) or in writing by telecopier.

Continuation and Conversion of Syndicate Loans. (a) So long as no Default or Event of Default shall have occurred and be continuing, the Borrower may on any LIBOR Business Day, with respect to any LIBOR Loan, elect to maintain such LIBOR Loan or any portion thereof as a LIBOR Loan by selecting a new Interest Period for such LIBOR Loan. Each new Interest Period selected under this Section for a Syndicate Loan shall commence on the last day of the immediately preceding Interest Period for such Syndicate Loan. Each selection of a new Interest Period shall be made by the Borrower's giving of a Notice of Continuation not later than 12:00 noon on the third LIBOR Business Day prior to the date of any such Continuation to the Administrative Agent. Promptly after receipt of a Notice of Continuation, the Administrative Agent shall notify each Lender by telex or telecopy, or other similar form of transmission of the proposed Continuation. Such notice by the Borrower of a Continuation shall be by telephone or telecopy, confirmed immediately in writing if by telephone, in the form of a Notice of Continuation, specifying (a) the date of such Continuation, (b) the LIBOR Loan and portion thereof subject to such Continuation and (c) the duration of the selected Interest Period, all of which shall be specified in such manner as is necessary to comply with all limitations on Syndicate Loans outstanding hereunder. Upon receipt of a Notice of Continuation, the Administrative Agent shall determine the Adjusted LIBO Rate and promptly notify the Borrower and the Lenders by telephone (promptly confirmed in writing by telecopier) or in writing by telecopier. Each Notice of Continuation shall be irrevocable by and binding on the Borrower once given. If the Borrower shall fail to select in a timely manner a new Interest Period for any LIBOR Loan in accordance with this Section, such Loan will automatically, on the last day of the current Interest Period therefore, Convert into a Base Rate Loan notwithstanding failure of the Borrower to comply with Section 2.2. (b) So long as no Event of Default shall have occurred and be continuing, the Borrower may on any Business Day, upon the Borrower's giving of a Notice of Conversion to the Administrative Agent, Convert the entire amount of all or a portion of a Loan of one Type into a Loan of another Type. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Lender by telex or telecopy, or other similar form of transmission of the proposed Conversion. Any Conversion of a LIBOR Loan into a Base Rate Loan shall be made on, and only on, the last day of an Interest Period for such LIBOR Loan. Each such Notice of Conversion shall be given not later than 12:00 noon on the Business Day prior to the date of any proposed Conversion into Base Rate Loans and on the third LIBOR Business Day prior to the date of any proposed Conversion into LIBOR Loans. Subject to the restrictions specified above, each such notice by the Borrower of a Conversion shall be by telephone or telecopy, confirmed immediately in writing if by telephone, in the form of a Notice of Continuation specifying (a) the requested date of such Conversion, (b) the Type of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given. Each Conversion from a Base Rate Loan to a LIBOR Loan shall be in an aggregate amount for the Loans of all Lenders of not less than $5,000,000 or integral multiples of $1,000,000 in excess of that amount. Upon receipt of a Notice of Conversion, the Administrative Agent shall determine the Adjusted LIBO Rate or the Base Rate, as the case may be, and promptly notify the Borrower and the Lenders by telephone (promptly confirmed in writing by telecopier) or in writing by telecopier.