Common use of Conversion and Continuation Elections for Committed Borrowings Clause in Contracts

Conversion and Continuation Elections for Committed Borrowings. (a) The Borrowers may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.4(b): (i) elect, as of any Business Day in the case of ABR Loans, or as of the last day of the applicable Interest Period, in the case of Offshore U.S. Dollar Loans, to convert any such Committed Loans (or any part thereof in an amount not less than the Minimum Tranche) into Committed Loans in U.S. Dollars of the other Type; or (ii) elect, as of the last day of the applicable Interest Period, to continue any Committed Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than the Minimum Tranche); provided, however, that if at any time the aggregate amount of Offshore U.S. Dollar Loans in respect of any Committed Borrowing is reduced, by payment, prepayment or conversion of part thereof, to be less than the Minimum Tranche, such Offshore U.S. Dollar Loans shall automatically convert into ABR Loans, and on and after such date the right of the applicable Borrower to continue such Committed Loans as, and convert such Committed Loans into, Offshore U.S. Dollar Loans shall terminate unless and until such Committed Loans are increased, by additional Borrowings or Conversions, to be at least the Minimum Tranche. (b) The applicable Borrower shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent not later than (i) 10:00 a.m. (New York City time), three Business Days prior to the Conversion/Continuation Date, if the Committed Loans are to be continued as Offshore Currency Loans; (ii) 10:00 a.m. (New York City time), three Business Days prior to the Conversion/Continuation Date, if the Committed Loans are to be converted into or continued as Offshore U.S. Dollar Loans; and (iii) 10:00 a.m. (New York City time), one Business Day prior to the Conversion/Continuation Date, if the Committed Loans are to be converted into ABR Loans, and in each case not more than five Business Days prior to the Conversion/Continuation Date, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount and Type of Committed Loans to be converted or continued; (C) the Type of Committed Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into ABR Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore U.S. Dollar Loans, the applicable Borrower has failed to select timely a new Interest Period to be applicable to such Offshore U.S. Dollar Loans, the applicable Borrower shall be deemed to have elected to convert such Offshore U.S. Dollar Loans into ABR Loans effective as of the expiration date of such Interest Period. If the applicable Borrower has failed to select a new Interest Period to be applicable to Offshore Currency Loans by the applicable time on the third Business Day in advance of the expiration date of the current Interest Period applicable thereto as provided in subsection 2.4(b), or if any Event of Default or Unmatured Event of Default shall then exist, subject to the provisions of subsection 2.5(d), the applicable Borrower shall be deemed to have elected to continue such Offshore Currency Loans on the basis of a one month Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation pursuant to this Section 2.4, or, if no timely notice is provided by the applicable Borrower, the Administrative Agent will promptly notify each Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Committed Loans held by each Lender with respect to which the notice was given. (e) Unless the Required Lenders otherwise agree, during the existence of an Event of Default or Unmatured Event of Default, no Borrower may elect to have a Committed Loan converted into an Offshore U.S. Dollar Loan or (other than Tranche A Term Loans) continued as an Offshore Rate Committed Loan. (f) After giving effect to any conversion or continuation of Committed Loans, there may not be more than [ ] different Interest Periods in effect for all Tranche A-1 Term Loans, [ ] different Interest Periods in effect for all Tranche A-2 Term Loans, [ ] different Interest Periods in effect for all Tranche B Term Loans, [ ] different Interest Periods in effect for all Tranche C(CH) Term Loans, [ ] different Interest Periods in effect for all Tranche C(US) Term Loans, [ ] different Interest Periods in effect for all Tranche D Term Loans and [ ] different Interest Periods in effect for all Revolving Loans.

Conversion and Continuation Elections for Committed Borrowings. (a) The Borrowers may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.4(b): (i) elect, as of any Business Day in the case of ABR Loans, or as of the last day of the applicable Interest Period, in the case of Offshore U.S. Dollar Loans, to convert any such Committed Loans (or any part thereof in an amount not less than the Minimum Tranche) into Committed Loans in U.S. Dollars of the other Type; or (ii) elect, as of the last day of the applicable Interest Period, to continue any Committed Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than the Minimum Tranche); provided, however, that if at any time the aggregate amount of Offshore U.S. Dollar Loans in respect of any Committed Borrowing is reduced, by payment, prepayment or conversion of part thereof, to be less than the Minimum Tranche, such Offshore U.S. Dollar Loans shall automatically convert into ABR Loans, and on and after such date the right of the applicable Borrower to continue such Committed Loans as, and convert such Committed Loans into, Offshore U.S. Dollar Loans shall terminate unless and until such Committed Loans are increased, by additional Borrowings or Conversions, to be at least the Minimum Tranche. (b) The applicable Borrower shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent not later than (i) 10:00 a.m. (New York City London, England time), three Business Days prior to the Conversion/Continuation Date, if the Committed Loans are to be continued as Offshore Currency Loans; (ii) 10:00 a.m. (New York City time), three Business Days prior to the Conversion/Continuation Date, if the Committed Loans are to be converted into or continued as Offshore U.S. Dollar Loans; and (iii) 10:00 a.m. (New York City time), one Business Day prior to the Conversion/Continuation Date, if the Committed Loans are to be converted into ABR Loans, and in each case not more than five Business Days prior to the Conversion/Continuation Date, specifying: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount and Type of Committed Loans to be converted or continued; (C) the Type of Committed Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into ABR Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore U.S. Dollar Loans, the applicable Borrower has failed to select timely a new Interest Period to be applicable to such Offshore U.S. Dollar Loans, the applicable Borrower shall be deemed to have elected to convert such Offshore U.S. Dollar Loans into ABR Loans effective as of the expiration date of such Interest Period. If the applicable Borrower has failed to select a new Interest Period to be applicable to Offshore Currency Loans by the applicable time on the third Business Day in advance of the expiration date of the current Interest Period applicable thereto as provided in subsection 2.4(b), or if any Event of Default or Unmatured Event of Default shall then exist, subject to the provisions of subsection 2.5(d), the applicable Borrower shall be deemed to have elected to continue such Offshore Currency Loans on the basis of a one month Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation pursuant to this Section 2.4, or, if no timely notice is provided by the applicable Borrower, the Administrative Agent will promptly notify each Lender of the details of any automatic conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Committed Loans held by each Lender with respect to which the notice was given. (e) Unless the Required Lenders otherwise agreeagree or otherwise as permitted hereby, during the existence of an Event of Default or Unmatured Event of Default, no Borrower may elect to have a Committed Loan converted into an Offshore U.S. Dollar Loan or (other than Tranche A Term Loans) continued as an Offshore a LIBOR Rate Committed Loan. (f) After giving effect to any conversion or continuation of Committed Loans, there may not be more than [ ] four different Interest Periods in effect for all Tranche A-1 A Term Loans, [ ] different Interest Periods in effect for all Tranche A-2 Term Loans, [ ] four different Interest Periods in effect for all Tranche B Term Loans, [ ] four different Interest Periods in effect for all Tranche C(CH) Term Loans, [ ] four different Interest Periods in effect for all Tranche C(US) Term Loans, [ ] different Interest Periods in effect for all Tranche D Term Loans and [ ] six different Interest Periods in effect for all Revolving Loans.

Conversion and Continuation Elections for Committed Borrowings. (a) The Borrowers Company may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.4(b2.03(b): (i) elect, as of any Business Day Day, in the case of ABR US Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of Offshore U.S. US Dollar Eurocurrency Loans, to convert any such Committed Loans (or any part thereof in an amount not less than the Minimum Tranche) into Committed Loans in U.S. US Dollars of the other Type; or (ii) elect, as of the last day of the applicable Interest Period, to continue any Committed Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than the Minimum Tranche)) as Committed Loans of the same Type and in the same currency with a new Interest Period; provided, however, provided that if at any time the aggregate amount of Offshore U.S. US Dollar Eurocurrency Loans in respect of any Committed Borrowing is reduced, by payment, prepayment or conversion of part thereof, to be less than the Minimum Tranche, such Offshore U.S. US Dollar Eurocurrency Loans shall automatically convert into ABR US Base Rate Loans, and on and after such date the right of the applicable Borrower to continue such Committed Loans as, and convert such Committed Loans into, Offshore U.S. Dollar Loans shall terminate unless and until such Committed Loans are increased, by additional Borrowings or Conversions, to be at least the Minimum Tranche. (b) The applicable Borrower Company shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent not later than (i) 10:00 a.m. A.M. (New York City Chicago time)) two Business Days prior to the Conversion/Continuation Date, if US Dollar Eurocurrency Loans are to be continued for a new Interest Period or Committed Loans are to be converted from US Base Rate Loans into US Dollar Eurocurrency Loans; (ii) 11:00 A.M. (Chicago time) three Business Days prior to the Conversion/Continuation Date, if the Committed Loans in any Available Currency are to be continued as Offshore Currency Eurocurrency Loans; and (iiiii) 10:00 a.m. A.M. (New York City Chicago time), three Business Days prior to ) on the Conversion/Continuation Date, if the Committed Loans are to be converted from US Dollar Eurocurrency Loans into or continued as Offshore U.S. Dollar US Base Rate Loans; and (iii) 10:00 a.m. (New York City time), one Business Day prior to the Conversion/Continuation Date, if the Committed Loans are to be converted into ABR Loans, and in each case not more than five Business Days prior to the Conversion/Continuation Date, specifying. Each such notice shall specify: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount and Type currency of the Committed Loans to be converted or continued; (C) the Type of Committed Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into ABR US Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore U.S. US Dollar Eurocurrency Loans, the applicable Borrower Company has failed to timely select timely a new Interest Period to be applicable to such Offshore U.S. US Dollar Eurocurrency Loans, the applicable Borrower Company shall be deemed to have elected to convert such Offshore U.S. US Dollar Eurocurrency Loans into ABR US Base Rate Loans effective as of the expiration date of such Interest Period. If upon the expiration of any Interest Period applicable Borrower to Committed Loans in any Available Currency, the Company has failed to timely select a new Interest Period to be applicable to Offshore Currency Loans by the applicable time on the third Business Day in advance of the expiration date of the current Interest Period applicable thereto as provided in subsection 2.4(b), or if any Event of Default or Unmatured Event of Default shall then exist, subject to the provisions of subsection 2.5(d)such Committed Loans, the applicable Borrower Company shall be deemed to have elected to continue such Offshore Currency Committed Loans on the basis of as Eurocurrency Loans for a one one-month Interest Period. (d) The Administrative Agent will promptly notify each Committed Lender of its receipt of a Notice of Conversion/Continuation pursuant to this Section 2.4, 2.03 or, if no timely notice is provided by the applicable BorrowerCompany, the Administrative Agent will promptly notify each Committed Lender of the details of any automatic conversionconversion or continuation. All conversions and continuations of Committed Loans shall be made ratably according to the respective outstanding principal amounts Pro Rata Shares of the Committed Loans held by each Lender with respect to which the notice was givenLenders. (e) Unless the Required Lenders otherwise agree, during the existence of an Event of Default or Unmatured Event of Default, no Borrower the Company may not elect to have a Committed Loan converted into an Offshore U.S. Dollar Loan or (other than Tranche A Term Loans) continued as an Offshore Rate Committed a US Dollar Eurocurrency Loan. (f) After giving effect to any conversion or continuation of Committed Loans, there may not be more than [ ] 12 different Interest Periods in effect for all Tranche A-1 Term Loans, [ ] different Interest Periods in effect for all Tranche A-2 Term Loans, [ ] different Interest Periods in effect for all Tranche B Term Loans, [ ] different Interest Periods in effect for all Tranche C(CH) Term Loans, [ ] different Interest Periods in effect for all Tranche C(US) Term Loans, [ ] different Interest Periods in effect for all Tranche D Term Loans and [ ] different Interest Periods in effect for all Revolving Committed Loans.

Conversion and Continuation Elections for Committed Borrowings. (a) The Borrowers Company may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.4(b2.03(b): (i) elect, as of any Business Day Day, in the case of ABR US Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of Offshore U.S. US Dollar Eurocurrency Loans, to convert any such Committed Loans (or any part thereof in an amount not less than the Minimum Tranche) into Committed Loans in U.S. US Dollars of the other Type; or (ii) elect, as of the last day of the applicable Interest Period, to continue any Committed Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than the Minimum Tranche)) as Committed Loans of the same Type and in the same currency with a new Interest Period; provided, however, provided that if at any time the aggregate amount of Offshore U.S. US Dollar Eurocurrency Loans in respect of any Committed Borrowing is reduced, by payment, prepayment or conversion of part thereof, to be less than the Minimum Tranche, such Offshore U.S. US Dollar Eurocurrency Loans shall automatically convert into ABR US Base Rate Loans, and on and after such date the right of the applicable Borrower to continue such Committed Loans as, and convert such Committed Loans into, Offshore U.S. Dollar Loans shall terminate unless and until such Committed Loans are increased, by additional Borrowings or Conversions, to be at least the Minimum Tranche. (b) The applicable Borrower Company shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent not later than (i) 10:00 a.m. A.M. (New York City Chicago time), three ) two Business Days prior to the Conversion/Continuation Date, if the US Dollar Eurocurrency Loans are to be continued for a new Interest Period or Committed Loans are to be continued as Offshore Currency converted from US Base Rate Loans into US Dollar Eurocurrency Loans; (ii) 10:00 a.m. 11:00 A.M. (New York City Chicago time), three ) four Business Days prior to the Conversion/Continuation Date, if the Committed Loans in any Available Currency are to be converted into or continued as Offshore U.S. Dollar Eurocurrency Loans; and (iii) 10:00 a.m. A.M. (New York City Chicago time), one Business Day prior to ) on the Conversion/Continuation Date, if the Committed Loans are to be converted from US Dollar Eurocurrency Loans into ABR US Base Rate Loans, and in each case not more than five Business Days prior to the Conversion/Continuation Date, specifying. Each such notice shall specify: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount and Type currency of the Committed Loans to be converted or continued; (C) the Type of Committed Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into ABR US Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore U.S. US Dollar Eurocurrency Loans, the applicable Borrower Company has failed to timely select timely a new Interest Period to be applicable to such Offshore U.S. US Dollar Eurocurrency Loans, the applicable Borrower Company shall be deemed to have elected to convert such Offshore U.S. US Dollar Eurocurrency Loans into ABR US Base Rate Loans effective as of the expiration date of such Interest Period. If upon the expiration of any Interest Period applicable Borrower to Committed Loans in any Available Currency, the Company has failed to timely select a new Interest Period to be applicable to Offshore Currency Loans by the applicable time on the third Business Day in advance of the expiration date of the current Interest Period applicable thereto as provided in subsection 2.4(b), or if any Event of Default or Unmatured Event of Default shall then exist, subject to the provisions of subsection 2.5(d)such Committed Loans, the applicable Borrower Company shall be deemed to have elected to continue such Offshore Currency Committed Loans on the basis of as Eurocurrency Loans for a one one-month Interest Period. (d) The Administrative Agent will promptly notify each Committed Lender of its receipt of a Notice of Conversion/Continuation pursuant to this Section 2.4, 2.03 or, if no timely notice is provided by the applicable BorrowerCompany, the Administrative Agent will promptly notify each Committed Lender of the details of any automatic conversionconversion or continuation. All conversions and continuations of Committed Loans shall be made ratably according to the respective outstanding principal amounts Pro Rata Shares of the Committed Loans held by each Lender with respect to which the notice was givenLenders. (e) Unless the Required Lenders otherwise agree, during the existence of an Event of Default or Unmatured Event of Default, no Borrower the Company may not elect to have a Committed Loan converted into an Offshore U.S. Dollar Loan or (other than Tranche A Term Loans) continued as an Offshore Rate Committed a US Dollar Eurocurrency Loan. (f) After giving effect to any conversion or continuation of Committed Loans, there may not be more than [ ] 20 different Interest Periods in effect for all Tranche A-1 Term Loans, [ ] different Interest Periods in effect for all Tranche A-2 Term Loans, [ ] different Interest Periods in effect for all Tranche B Term Loans, [ ] different Interest Periods in effect for all Tranche C(CH) Term Loans, [ ] different Interest Periods in effect for all Tranche C(US) Term Loans, [ ] different Interest Periods in effect for all Tranche D Term Loans and [ ] different Interest Periods in effect for all Revolving Committed Loans.

Conversion and Continuation Elections for Committed Borrowings. (a) The Borrowers Company may, upon irrevocable written notice to the Administrative Agent in accordance with subsection 2.4(b2.03(b): (i) elect, as of any Business Day Day, in the case of ABR US Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of Offshore U.S. US Dollar Eurocurrency Loans, to convert any such Committed Loans (or any part thereof in an amount not less than the Minimum Tranche) into Committed Loans in U.S. US Dollars of the other Type; or (ii) elect, as of the last day of the applicable Interest Period, to continue any Committed Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than the Minimum Tranche)) as Committed Loans of the same Type and in the same currency with a new Interest Period; provided, however, provided that if at any time the aggregate amount of Offshore U.S. US Dollar Eurocurrency Loans in respect of any Committed Borrowing is reduced, by payment, prepayment or conversion of part thereof, to be less than the Minimum Tranche, such Offshore U.S. US Dollar Eurocurrency Loans shall automatically convert into ABR US Base Rate Loans, and on and after such date the right of the applicable Borrower to continue such Committed Loans as, and convert such Committed Loans into, Offshore U.S. Dollar Loans shall terminate unless and until such Committed Loans are increased, by additional Borrowings or Conversions, to be at least the Minimum Tranche. (b) The applicable Borrower Company shall deliver a Notice of Conversion/Continuation to be received by the Administrative Agent not later than (i) 10:00 a.m. A.M. (New York City Chicago time), three ) two Business Days prior to the Conversion/Continuation Date, if the US Dollar Eurocurrency Loans are to be continued for a new Interest Period or Committed Loans are to be continued as Offshore Currency converted from US Base Rate Loans into US Dollar Eurocurrency Loans; (ii) 10:00 a.m. 11:00 A.M. (New York City Chicago time), three ) four Business Days prior to the Conversion/Continuation Date, if the Committed Loans in any Available Currency are to be converted into or continued as Offshore U.S. Dollar Eurocurrency Loans; and (iii) 10:00 a.m. A.M. (New York City Chicago time), one Business Day prior to ) on the Conversion/Continuation Date, if the Committed Loans are to be converted from US Dollar Eurocurrency Loans into ABR US Base Rate Loans, and in each case not more than five Business Days prior to the Conversion/Continuation Date, specifying. Each such notice shall specify: (A) the proposed Conversion/Continuation Date; (B) the aggregate amount and Type currency of the Committed Loans to be converted or continued; (C) the Type of Committed Loans resulting from the proposed conversion or continuation; and (D) other than in the case of conversions into ABR US Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to Offshore U.S. US Dollar Eurocurrency Loans, the applicable Borrower Company has failed to timely select timely a new Interest Period to be applicable to such Offshore U.S. US Dollar Eurocurrency Loans, the applicable Borrower Company shall be deemed to have elected to convert such Offshore U.S. US Dollar Eurocurrency Loans into ABR US Base Rate Loans effective as of the expiration date of such Interest Period. If upon the expiration of any Interest Period applicable Borrower to Committed Loans in any Available Currency, the Company has failed to timely select a new Interest Period to be applicable to Offshore Currency Loans by the applicable time on the third Business Day in advance of the expiration date of the current Interest Period applicable thereto as provided in subsection 2.4(b), or if any Event of Default or Unmatured Event of Default shall then exist, subject to the provisions of subsection 2.5(d)such Committed Loans, the applicable Borrower Company shall be deemed to have elected to continue such Offshore Currency Committed Loans on the basis of as Eurocurrency Loans for a one one-month Interest Period. (d) The Administrative Agent will promptly notify each Committed Lender of its receipt of a Notice of Conversion/Continuation pursuant to this Section 2.4, 2.03 or, if no timely notice is provided by the applicable BorrowerCompany, the Administrative Agent will promptly notify each Committed Lender of the details of any automatic conversionconversion or continuation. All conversions and continuations of Committed Loans shall be made ratably according to the respective outstanding principal amounts Pro Rata Shares of the Committed Loans held by each Lender with respect to which the notice was givenLenders. (e) Unless the Required Lenders otherwise agree, during the existence of an Event of Default or Unmatured Event of Default, no Borrower the Company may not elect to have a Committed Loan converted into an Offshore U.S. Dollar Loan or (other than Tranche A Term Loans) continued as an Offshore Rate Committed a US Dollar Eurocurrency Loan. (f) After giving effect to any conversion or continuation of Committed Loans, there may not be more than [ ] 15 different Interest Periods in effect for all Tranche A-1 Term Loans, [ ] different Interest Periods in effect for all Tranche A-2 Term Loans, [ ] different Interest Periods in effect for all Tranche B Term Loans, [ ] different Interest Periods in effect for all Tranche C(CH) Term Loans, [ ] different Interest Periods in effect for all Tranche C(US) Term Loans, [ ] different Interest Periods in effect for all Tranche D Term Loans and [ ] different Interest Periods in effect for all Revolving Committed Loans.