Common use of Continuation/Conversion Clause in Contracts

Continuation/Conversion. (a) So long as no Event of Default shall have occurred and be continuing and to the extent permitted in the definition of the term “Interest Period”, the Borrower may on any Business Day, with respect to any Eurodollar Loan, elect to maintain such Eurodollar Loan or any portion thereof as a Eurodollar Loan by selecting a new Interest Period for such Eurodollar Loan. Each new Interest Period selected under this Section 3.2 shall commence on the last day of the immediately preceding Interest Period. Each selection of a new Interest Period shall be made by the Borrower giving to the Agent a Notice of Continuation not later than 11:00 A.M. on the third Business Day prior to the date of any such 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, (a) specifying (i) the proposed date of such Continuation, (ii) the Eurodollar Loan and portion thereof subject to such Continuation and (iii) 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 Loans outstanding hereunder and (b) containing certifications of the Borrower with respect to the conditions set forth in Section 5.2 clauses (b) through (e) as set forth in Exhibit 3.2. Each Notice of Continuation shall be irrevocable by and binding on the Borrower once given. Promptly after receipt of a Notice of Continuation, the Agent shall notify each Lender Party by telecopy or other similar form of transmission of the proposed Continuation. If the Borrower shall fail to select in a timely manner a new Interest Period for any Eurodollar Loan in accordance with this Section 3.2(a), such Loan will automatically, on the last day of the current Interest Period therefor, Convert into a Base Rate Loan notwithstanding failure of the Borrower to comply with Section 3.2(b). (b) So long as no Default or 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 Agent, Convert all or a portion of a Loan of one Type into a Loan of another Type. Any Conversion of a Eurodollar Loan into a Base Rate Loan shall be made on, and only on, the last day of an Interest Period for such Eurodollar Loan and, upon Conversion of a Base Rate Loan into a Eurodollar Loan, the Borrower shall pay accrued interest to the date of Conversion on the principal amount so Converted. 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 Business Day prior to the date of any proposed Conversion into Eurodollar Loans. Promptly after receipt of a Notice of Conversion, the Agent shall notify each Lender Party by telecopy or other similar form of transmission of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telephone (confirmed immediately in writing) or telecopy in the form of a Notice of Conversion (a) specifying (i) the requested date of such Conversion, (ii) the Type of Loan to be Converted, (iii) the portion of such Type of Loan to be Converted, (iv) the Type of Loan such Loan is to be Converted into and (v) if such Conversion is into a Eurodollar Loan, the requested duration of the Interest Period of such Loan, and (b) containing certifications of the Borrower with respect to the conditions set forth in Section 5.2 clauses (b) through (e) as set forth in Exhibit 3.2. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Continuation/Conversion. (ai) So long as no Event of Default shall have occurred and be continuing and to the extent permitted in the definition of the term “Interest Period”, the Borrower may on any Business Day, with respect elect from time to any Eurodollar Loan, elect time to maintain such Eurodollar Loan convert all or any portion thereof as of the outstanding Base Rate Loan to a Eurodollar LIBOR Loan by selecting giving the Agent a new completed and duly executed irrevocable notice of such election, in the form and substance of Exhibit D hereto (the "Continuation/Conversion Notice") not later than 12:00 noon (St. Louis time) on the second LIBOR Business Day before the proposed date of conversion, specifying the proposed date of conversion, the portion of the Base Rate Loan to be converted, and the duration of the Interest Period for such Eurodollar Loan. Each new Interest Period selected under this Section 3.2 shall commence on applicable thereto. (ii) Borrower may elect to continue (as of the last day of the immediately preceding applicable Interest Period. Each selection ) all or any part of a new Interest Period shall be made any LIBOR Loan as the same Type of Loan by the Borrower giving to the Agent a an irrevocable Continuation/Conversion Notice of Continuation not later than 11:00 A.M. 12:00 noon (St. Louis time) on the third second LIBOR Business Day prior to the date of any such 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, (a) specifying (i) before the proposed date of such continuation. The Continuation/Conversion Notice shall specify the proposed date of continuation, (ii) the Eurodollar portion of LIBOR Loan to be continued, and portion thereof subject to such Continuation and (iii) 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 Loans outstanding hereunder and (b) containing certifications of the Borrower with respect to the conditions set forth in Section 5.2 clauses (b) through (e) as set forth in Exhibit 3.2. Each Notice of Continuation shall be irrevocable by and binding on the Borrower once given. Promptly after receipt of a Notice of Continuation, the Agent shall notify each Lender Party by telecopy or other similar form of transmission of the proposed Continuation. If the Borrower shall fail to select in a timely manner a new Interest Period for any Eurodollar Loan in accordance with this Section 3.2(a), such Loan will automatically, on the last day of the current Interest Period therefor, Convert into a Base Rate Loan notwithstanding failure of the Borrower to comply with Section 3.2(b)applicable thereto. (biii) So long as no Default or 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 elect from time to the Agent, Convert time to convert all or a any portion of a Loan of one Type into a Loan of another Type. Any Conversion of a Eurodollar LIBOR Loan into a Base Rate Loan shall be made on, and only on, by giving the last day of Agent an Interest Period for such Eurodollar Loan and, upon irrevocable Continuation/Conversion of a Base Rate Loan into a Eurodollar Loan, the Borrower shall pay accrued interest to the date of Conversion on the principal amount so Converted. Each such Notice of Conversion shall be given not later than 12:00 noon on the (St. Louis time) one Business Day prior to before the date of any proposed conversion. The Continuation/Conversion into Base Rate Loans Notice shall specify the portion of the LIBOR Loan to be converted and on the third Business Day prior to the date of any proposed Conversion into Eurodollar Loans. Promptly after conversion. (iv) Upon receipt of a Notice of ConversionContinuation/Conversion Notice, the Agent shall promptly notify each Lender Party by telecopy or other similar form of transmission of the proposed ConversionBank thereof. Subject Any continuation pursuant to the restrictions specified above, each Notice of Conversion shall be by telephone (confirmed immediately in writing) or telecopy in the form of a Notice of Conversion (a) specifying preceding clause (i) or conversion pursuant to the requested date of such Conversion, preceding clause (ii) the Type of Loan to be Converted), (iii) the portion of such Type of Loan to be Converted, (iv) the Type of Loan such Loan is to be Converted into and (v) if such Conversion is into a Eurodollar Loan, the requested duration of the Interest Period of such Loan, and (b) containing certifications of the Borrower with respect to the conditions set forth in Section 5.2 clauses (b) through (e) as set forth in Exhibit 3.2. Each Notice of Conversion shall be irrevocable by and binding may only occur on the Borrower once given.last day of

Continuation/Conversion. (a) So long as no Event of Default shall have occurred Subject to SECTIONS 2.1 and be continuing and to the extent permitted in the definition of the term “Interest Period”2.9 hereof, the Borrower may on shall have the option (i) to convert at any Business Daytime all or any part of the outstanding Base Rate Advances to LIBOR Advances and all or any part of the outstanding LIBOR Advances to Base Rate Advances or (ii) upon expiration of any Interest Period applicable to a LIBOR Advance, with respect to any Eurodollar Loan, elect to maintain such Eurodollar Loan continue all or any portion thereof of such LIBOR Advance equal to $500,000 and integral multiples of $100,000 in excess of that amount as a Eurodollar Loan by selecting a new LIBOR Advance and the succeeding Interest Period for Period(s) of such Eurodollar Loan. Each new Interest Period selected under this Section 3.2 continued LIBOR Advance shall commence on the last day of the immediately preceding Interest Period. Each selection of a new Interest Period shall of the LIBOR Advance to be made by the Borrower giving to the Agent a Notice of Continuation not later than 11:00 A.M. on the third Business Day prior to the date of any such Continuation. Such notice by the Borrower of a Continuation shall be by telephone or telecopycontinued; provided, confirmed immediately in writing if by telephone, in the form of a Notice of Continuationhowever, (a) specifying LIBOR Advances may only be converted into Base Rate Advances on the expiration date of the Interest Period applicable thereto unless, contemporaneously with any such conversion, the Borrower reimburses the Lenders in accordance with SECTION 2.9 hereof and (b) notwithstanding anything in this Agreement to the contrary, no outstanding Advance may be continued as, or converted into, a LIBOR Advance when any Default or Event of Default has occurred and is continuing. At least three Business Days prior to a proposed conversion/continuation date, the Borrower, through an Authorized Signatory, shall give the Administrative Agent irrevocable written notice, or irrevocable telephonic notice followed within one Business Day by written notice (provided, however, that the Borrower's failure to confirm any telephonic notice in writing shall not invalidate any notice so given), stating (i) the proposed conversion/continuation date of such Continuation(which shall be a Business Day), (ii) the Eurodollar Loan and portion thereof subject amount of the Advance to such Continuation and be converted/continued, (iii) in the duration case of a conversion to, or a continuation of, a LIBOR Advance, the selected requested Interest Period, all of which shall be specified in such manner as is necessary to comply with all limitations on Loans outstanding hereunder and (biv) containing certifications of in the Borrower with respect to the conditions set forth in Section 5.2 clauses (b) through (e) as set forth in Exhibit 3.2. Each Notice of Continuation shall be irrevocable by and binding on the Borrower once given. Promptly after receipt case of a Notice conversion of Continuationa Base Rate Advance to a LIBOR Advance or continuation of a LIBOR Advance, the Agent shall notify each Lender Party by telecopy stating that no Default or other similar form Event of transmission of the proposed ContinuationDefault has occurred and is continuing. If the Borrower shall fail to select in a timely manner a new Interest Period for give any Eurodollar Loan notice in accordance with this Section 3.2(aSECTION 2.2(c), such Loan will automatically, on the last day of the current Interest Period therefor, Convert into a Base Rate Loan notwithstanding failure of the Borrower to comply with Section 3.2(b). (b) So long as no Default or 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 Agent, Convert all or a portion of a Loan of one Type into a Loan of another Type. Any Conversion of a Eurodollar Loan into a Base Rate Loan shall be made on, and only on, the last day of an Interest Period for such Eurodollar Loan and, upon Conversion of a Base Rate Loan into a Eurodollar Loan, the Borrower shall pay accrued interest be deemed irrevocably to have requested that such LIBOR Advance be converted to a Base Rate Advance in the date of Conversion on the same principal amount so Convertedand that any Base Rate Advance be continued as a Base Rate Advance. Each such Notice of Conversion shall be given not later than 12:00 noon on to the Administrative Agent prior to 1:00 p.m., Dallas, Texas time, in order for such Business Day prior to count toward the date minimum number of any proposed Conversion into Base Rate Loans and on the third Business Day prior to the date of any proposed Conversion into Eurodollar Loans. Promptly after receipt of a Notice of Conversion, the Agent shall notify each Lender Party by telecopy or other similar form of transmission of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telephone (confirmed immediately in writing) or telecopy in the form of a Notice of Conversion (a) specifying (i) the requested date of such Conversion, (ii) the Type of Loan to be Converted, (iii) the portion of such Type of Loan to be Converted, (iv) the Type of Loan such Loan is to be Converted into and (v) if such Conversion is into a Eurodollar Loan, the requested duration of the Interest Period of such Loan, and (b) containing certifications of the Borrower with respect to the conditions set forth in Section 5.2 clauses (b) through (e) as set forth in Exhibit 3.2. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once givenDays required.

Continuation/Conversion. (ai) So long as no Event of Default shall have occurred and be continuing and to the extent permitted in the definition of the term “Interest Period”, the Borrower may on any Business Day, with respect elect from time to any Eurodollar Loan, elect time to maintain such Eurodollar Loan convert all or any portion thereof as of the outstanding Base Rate Loan to a Eurodollar LIBOR Loan by selecting giving the Agent a new completed and duly executed irrevocable notice of such election, in the form and substance of Exhibit F hereto (the "Continuation/Conversion Notice") not later than 12:00 noon (Dallas time) on the third LIBOR Business Day before the proposed date of conversion, specifying the proposed date of conversion, the portion of the Base Rate Loan to be converted, and the duration of the Interest Period for such Eurodollar Loanapplicable thereto. (ii) Borrower may elect to continue (as of the last day of the applicable Interest Period) all or any part of any LIBOR Loan a the same Type of Loan by giving the Agent an irrevocable Continuation/Conversion Notice not later than 12:00 noon (Dallas time) on the third LIBOR Business Day before the proposed date of continuation. Each new The Continuation/Conversion Notice shall specify the proposed date of continuation, the portion of LIBOR Loan to be continued, and the duration of the Interest Period selected under this Section 3.2 applicable thereto. (iii) Borrower may elect from time to time to convert all or any portion of a LIBOR Loan into a Base Rate Loan by giving the Agent an irrevocable Continuation/Conversion Notice not later than 12:00 noon (Dallas time) one Business Day before the date of conversion. The Continuation/Conversion Notice shall commence specify the portion of the LIBOR Loan to be converted and the date of conversion. (iv) Upon receipt of a Continuation/Conversion Notice, the Agent shall promptly notify each Bank thereof. Any continuation pursuant to the preceding clause (ii) or conversion pursuant to the preceding clause (iii), may only occur on the last day of the immediately preceding applicable Interest Period. Each selection of Borrowing continued as, or converted to, a new Interest Period LIBOR Loan shall be made by the Borrower giving to the Agent a Notice of Continuation not later than 11:00 A.M. on the third Business Day prior to the date of any such 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, (a) specifying (i) the proposed date of such Continuation, (ii) the Eurodollar Loan and portion thereof subject to such Continuation and (iii) 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 Loans outstanding hereunder and (b) containing certifications of the Borrower with respect to the conditions set forth in Section 5.2 clauses (b) through (e) as set forth in Exhibit 3.2. Each Notice of Continuation shall be irrevocable by and binding on the Borrower once given. Promptly after receipt of a Notice of Continuation, the Agent shall notify each Lender Party by telecopy or other similar form of transmission of the proposed Continuation. If the Borrower shall fail to select in a timely manner a new Interest Period for any Eurodollar Loan in accordance with this Section 3.2(a)minimum principal amount of $1,000,000, such Loan will automatically, on the last day of the current Interest Period therefor, Convert into a Base Rate Loan notwithstanding failure of the Borrower to comply with Section 3.2(b). (b) So long as no Default or 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 Agent, Convert all or a portion multiple of a Loan of one Type into a Loan of another Type. Any Conversion of a Eurodollar Loan into $500,000 in excess thereof, and each Borrowing continued as, or converted to, a Base Rate Loan shall be made on, and only on, the last day of an Interest Period for such Eurodollar Loan and, upon Conversion of in a Base Rate Loan into a Eurodollar Loan, the Borrower shall pay accrued interest to the date of Conversion on the minimum principal amount so Converted. 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 Business Day prior to the date of any proposed Conversion into Eurodollar Loans. Promptly after receipt of $100,000 or a Notice of Conversion, the Agent shall notify each Lender Party by telecopy or other similar form of transmission of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telephone (confirmed immediately in writing) or telecopy in the form of a Notice of Conversion (a) specifying (i) the requested date of such Conversion, (ii) the Type of Loan to be Converted, (iii) the portion of such Type of Loan to be Converted, (iv) the Type of Loan such Loan is to be Converted into and (v) if such Conversion is into a Eurodollar Loan, the requested duration of the Interest Period of such Loan, and (b) containing certifications of the Borrower with respect to the conditions set forth in Section 5.2 clauses (b) through (e) as set forth in Exhibit 3.2. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once givenmultiple thereof.

Continuation/Conversion. Any Continuation/Conversion of Loans (or any ratable portion thereof) hereunder shall be made on the following terms and subject to the following conditions: (a) So long as no Event of Default shall have occurred and be continuing and to the extent permitted in the definition of the term “Interest Period”, the Borrower may on any Business Day, with respect to any Eurodollar Loan, elect to maintain Each such Eurodollar Loan or any portion thereof as a Eurodollar Loan by selecting a new Interest Period for such Eurodollar Loan. Each new Interest Period selected under this Section 3.2 shall commence on the last day of the immediately preceding Interest Period. Each selection of a new Interest Period Continuation/Conversion shall be made by the Borrower giving as to the Agent all Loans comprising a Notice of Continuation single Borrowing (or any ratable portion thereof) on notice given not later than 11:00 A.M. a.m. (New York City time) on the third Business Day prior to the date of the proposed Continuation/Conversion (which Continuation/Conversion shall be effective with respect to any such Continuation. Such notice LIBO Rate Loans upon the expiration of the then-current Interest Period), by the Borrower to the Facility Administrative Agent, who shall give each Lender prompt notice thereof. Each such notice of Continuation/Conversion (a Continuation "Notice of Continuation/Conversion") shall be by telephone or telecopy, confirmed immediately in writing if by telephone, in substantially the form of a Notice of ContinuationExhibit 2.06(a) hereto, (a) specifying therein the requested (i) the proposed date of such Continuation/Conversion, (ii) Type of, and, with respect to LIBO Rate Loans, Interest Period applicable to, the Eurodollar Loan and portion thereof subject Loans (or ratable portions thereof) proposed to such Continuation and be Continued/Converted, (iii) Type of Loans (or ratable portions thereof) resulting from such Continuation/Conversion, (iv) in the duration case of a Continuation/Conversion to LIBO Rate Loans, initial Interest Period to be applicable to the selected Interest Period, all of which shall be specified in Loans resulting from such manner as is necessary to comply with all limitations on Loans outstanding hereunder Continuation/Conversion and (bv) containing certifications aggregate amount of Loans (or ratable portions thereof) proposed to be Continued/Converted. In the Borrower with respect to the conditions set forth in Section 5.2 clauses (b) through (e) as set forth in Exhibit 3.2. Each Notice case of Continuation shall be irrevocable by and binding on the Borrower once given. Promptly after a proposed Continuation/Conversion into LIBO Rate Loans, upon its receipt of a Notice of Continuation/Conversion, the Facility Administrative Agent shall notify each Lender Party by telecopy or other similar form of transmission of the proposed interest rate to be applicable to the Loans resulting from such Continuation/Conversion pursuant to Section 2.06(a)(ii) promptly after determination thereof. If Each Notice of Continuation/Conversion shall be irrevocable and binding on the Borrower Borrower. (b) LIBO Rate Loans shall fail to select in a timely manner a new Interest Period for any Eurodollar Loan in accordance with this not be Converted into Base Rate Loans unless the provisions of Section 3.2(a2.06(f), such Loan will automatically, Section 2.07(b) or Section 2.07(c) shall apply. (c) In the event that LIBO Rate Loans are required to be Converted into Base Rate Loans pursuant to the terms of this Agreement on a date other than the last day of the current Interest Period thereforthen applicable thereto, Convert into a Base Rate Loan notwithstanding failure of the Borrower corresponding amounts, if any, payable to comply the Lenders pursuant to Section 2.07(d) shall be paid contemporaneously with Section 3.2(b)such Conversion. (bd) All Continuations/Conversions of Loans shall be made in compliance with this Section 2.06 and Section 2.07. (e) Any selection by the Borrower of a longer or shorter Interest Period to be applicable to any LIBO Rate Loan shall be deemed a Continuation/Conversion pursuant to this Section 2.06, shall be governed by the terms and conditions hereof and shall be notified to the Facility Administrative Agent as herein provided. (f) So long as no Default or any payment Event of Default shall have occurred and be continuing, no existing Loans (or any ratable portion thereof) shall be Continued/Converted as or to LIBO Rate Loans but rather shall be Continued/Converted (if at all) as or to Base Rate Loans. (g) Subject to the Borrower may on any Business Dayother provisions of this Section 2.06 and Section 2.07, upon the Borrower’s giving of a if no Notice of Continuation/Conversion to the Agent, Convert all or a portion in respect of a Loan of one Type into a Loan of another Type. Any Conversion of a Eurodollar Loan into a Base Rate Loan shall be made on, and only on, (or any ratable portion thereof) is received by the last day of an Interest Period for such Eurodollar Loan and, upon Conversion of a Base Rate Loan into a Eurodollar Loan, the Borrower shall pay accrued interest to the date of Conversion Facility Administrative Agent on the principal amount so Converted. 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 or before the third Business Day prior to the date last day of any proposed Conversion into Eurodollar Loans. Promptly after receipt of a Notice of ConversionInterest Period as provided in subsection (a), the Agent shall notify each Lender Party by telecopy or other similar form of transmission of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion such Loan (or any ratable portion thereof) shall be by telephone (confirmed immediately in writing) Continued/Converted as or telecopy in the form of to a Notice of Conversion (a) specifying (i) the requested date of such Conversion, (ii) the Type of LIBO Rate Loan to be Converted, (iii) the portion of such Type of Loan to be Converted, (iv) the Type of Loan such Loan is to be Converted into and (v) if such Conversion is into a Eurodollar Loan, the requested duration of the with an Interest Period of one (1) month (or such Loan, and (b) containing certifications of other Interest Period designated by the Borrower with respect to the conditions set forth in Section 5.2 clauses (b) through (e) as set forth in Exhibit 3.2. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once givenFacility Administrative Agent).