Common use of Conversion/Continuation Option Clause in Contracts

Conversion/Continuation Option. The Borrower may elect (i) at any time to convert Base Rate Portions to Eurodollar Rate Portions or (ii) at the end of any Interest Period with respect thereto, to convert Eurodollar Rate Portions into Base Rate Portions, or to continue such Eurodollar Rate Portions for an additional Interest Period 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 Portions for each Interest Period therefor must be in the amount of $5,000,000 or an integral multiple of $500,000 in excess thereof. Each conversion or continuation shall be allocated among the Notes of all Lenders in accordance with their Ratable Portion. 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 (3) Business Days' prior notice (in writing or by telephone, provided, that if such notice is by telephone, written confirmation shall be received within one (1) Business Day of such telephonic notice) thereof, which notice shall be irrevocable, specifying (A) the amount and type of conversion or continuation, (B) in the case of a conversion to or a continuation of Eurodollar Rate Portions, each Interest Period therefor, and (C) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurodollar Rate Portions, 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 thereof 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 Portions to Eurodollar Rate Portions, and no continuation in whole or in part of Eurodollar Rate 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 2.8, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Eurodollar Rate Portions for an additional Interest Period or to convert any such portions of the Loan, then, upon the expiration of the Interest Period therefor, such portions of the Loan will be automatically converted to Base Rate Portions. 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. The Subject to Section 2.10, the Borrower may elect (ia) at any time to convert Base Rate Portions Loans or any portion thereof to Eurodollar Rate Portions Loans, or (iib) at the end of any Interest Period with respect thereto, to convert Eurodollar Rate Portions Loans or any portion thereof into Base Rate Portions, Loans or to continue such Eurodollar Rate Portions Loans or any portion thereof for an additional Interest Period 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 PortionPeriod; provided, however, that the aggregate of the Eurodollar Rate Portions Loans for each Interest Period therefor must be in the amount of $5,000,000 2,000,000 or an integral multiple of $500,000 1,000,000 in excess thereof. Each conversion or continuation shall be allocated among the Notes of all Lenders in accordance with their respective Ratable PortionPortions. 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 (x) three (3) Business Days' prior written notice (in writing or by telephone, provided, that if such notice is by telephone, written confirmation shall be received within one (1) Business Day of such telephonic notice) thereof, which 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 shall be irrevocablethereof, in the case of the conversion of Eurodollar Rate Loans into Base Rate Loans, in each case specifying (Ai) the amount and type of conversion Revolving Credit Loan being converted or continuationcontinued, (Bii) in the case of a conversion to or a continuation of Eurodollar Rate PortionsLoans, each the Interest Period therefor, therefor and (Ciii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurodollar Rate PortionsLoans, 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 thereof and such Lender's Ratable Portion of the Loan to be convertedthereof. Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Portions Loans to Eurodollar Rate PortionsLoans, and no continuation in whole or in part of Eurodollar Rate Portions 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 2.82.7, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Eurodollar Rate Portions Loans for an additional Interest Period or to convert any such portions of the LoanPeriod, then, upon the expiration of the Interest Period therefor, such portions of the Loan Eurodollar Rate Loans will be automatically converted to Base Rate PortionsLoans. 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. (a) The Borrower may elect (i) at any time to convert Base Rate Portions Loans or any portion thereof to Eurodollar LIBO Rate Portions Loans, (ii) at any time to convert LIBO Rate Loans or any portion thereof into Base Rate Loans, or (iiiii) at the end of any applicable Interest Period with respect thereto, to convert Eurodollar Rate Portions into Base Rate Portions, or to continue such Eurodollar LIBO Rate Portions Loans or any portion thereof for an additional Interest Period 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 PortionPeriod; 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 Portions for each an Interest Period therefor must be in for such Loan, the amount of $5,000,000 or an integral multiple of $500,000 in excess thereofBorrower shall also pay any amounts owing pursuant to Section 2.12(e). Each conversion or continuation shall be allocated among the Notes Loans of all Lenders each Lender in accordance with their its Ratable Portion. 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 prior to 10:00 a.m. written notice no later than 12:00 noon (New York City Time, at least time) on the date three (3) Business Days' prior notice (Days in writing advance of the relevant conversion or by telephone, provided, that if such notice is by telephone, written confirmation shall be received within one (1) Business Day of such telephonic notice) thereofcontinuation, which notice shall be irrevocable, specifying specify (A) the amount and type of conversion Loan being converted or continuationcontinued, (B) in the case of a conversion to LIBO Rate Loans or a continuation of Eurodollar LIBO Rate PortionsLoans, each the applicable Interest Period thereforPeriod, and (C) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurodollar Rate Portions, shall also be the last day of the Interest Period thereforDay). In no event shall more than five Eurodollar Rate Portions be outstanding at any one time. The Administrative Agent shall promptly notify each Lender lieu of its receipt of giving a Notice of Conversion or Continuation and of for any conversion or continuation, the contents thereof 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 Portions to Eurodollar Rate Portions, and no continuation in whole or in part of Eurodollar Rate 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 2.8, Borrower may give the Administrative Agent does not receive telephonic notice prior to the time required 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 Portions for an additional Interest Period or to convert any such portions of the Loan, then, upon the expiration of the Interest Period therefor, such portions of the Loan will be automatically converted to Base Rate Portions. Each duly executed Notice of Conversion or Continuation shall be irrevocable. Notwithstanding to the foregoing, Borrower shall have no right Administrative Agent prior to convert a Swing Advance the date of conversion or any Unpaid Drawing into a Eurodollar Portion other than in accordance with Sections 2.17 and 2.19 respectivelycontinuation.

Conversion/Continuation Option. The Borrower may elect (ia) at any time to convert Base Rate Portions Loans or any portion thereof to Eurodollar Rate Portions Loans, or (iib) at the end of any Interest Period with respect thereto, to convert Eurodollar Rate Portions Loans or any portion thereof into Base Rate PortionsLoans, or to continue such Eurodollar Rate Portions Loans or any portion thereof for an additional Interest Period or (iii) pursuant to Section 2.17Period; PROVIDED, 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, howeverHOWEVER, that the aggregate of the Eurodollar Rate Portions Loans for each Interest Period therefor must be in the amount of $5,000,000 or an integral multiple of $500,000 in excess thereof. Each conversion or continuation shall be allocated among the Notes Loans of all Lenders each Lender in accordance with their its Ratable PortionPortion of the amount so converted or continued. Each such election shall be in substantially the form of Exhibit C hereto B (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 (3) Business Days' prior written notice (thereof in writing the event of a conversion to or by telephone, provided, that if such notice is by telephone, written confirmation shall be received within one (1) Business Day continuation of such telephonic notice) thereof, which notice shall be irrevocable, a Eurodollar Rate Loan specifying (Ai) the amount and type of conversion or continuation, (Bii) in the case of a conversion to or a continuation of Eurodollar Rate PortionsLoans, each the Interest Period therefor, therefor and (Ciii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurodollar Rate PortionsLoans, 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 thereof and such Lender's Ratable Portion of the Loan to be convertedthereof. Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Portions Loans to Eurodollar Rate PortionsLoans, and no continuation in whole or in part of Eurodollar Rate Portions 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 2.82.6, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Eurodollar Rate Portions Loans for an additional Interest Period or to convert any such portions of the LoanLoans, then, upon the expiration of the Interest Period therefor, such portions of the Loan Loans will be automatically converted to Base Rate PortionsLoans. 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. The Borrower Borrowers may elect (i) at any time to convert Base Rate Portions Loans or any portion thereof to Eurodollar Rate Portions Loans or (ii) at the end of any Interest Period with respect thereto, to convert Eurodollar Rate Portions Loans or any portion thereof into Base Rate PortionsLoans, or to continue such Eurodollar Rate Portions Loans or any portion thereof for an additional Interest Period 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 PortionPeriod; provided, however, that the aggregate of the Eurodollar Rate Portions Loans for each Interest Period therefor must be in the amount of $5,000,000 or an integral multiple of $500,000 1,000,000 in excess thereof. Each conversion or continuation of Revolving Credit Loans shall be allocated among the Notes Revolving Credit Loans of all Lenders in accordance with their Ratable Portion. 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 Administrative Agent prior to 10:00 a.m. New York City Time, at least three (3) Business Days' prior written notice (in writing or by telephone, provided, that if such notice is by telephone, written confirmation shall be received within one (1) Business Day of such telephonic notice) thereof, which notice shall be irrevocable, thereof specifying (A) the amount and type of conversion or continuation, (B) in the case of a conversion to or a continuation of Eurodollar Rate Portions, each Interest Period therefor, and (C) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurodollar Rate PortionsLoans, shall also be the last day of the Interest Period therefor). In no event shall more than five ) and (C) in the case of a conversion to, or a continuation of, Eurodollar Rate Portions Advances, the Interest Period therefor. No conversion of any Swing Loan from a Base Rate Loan may be outstanding at any one timemade. The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the contents thereof and such Lender's Ratable Portion of the Loan to be convertedthereof. Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Portions Loans to Eurodollar Rate PortionsLoans, and no continuation in whole or in part of Eurodollar Rate Portions 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 2.8, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower Borrowers containing a permitted election to continue any Eurodollar Rate Portions Loans for an additional Interest Period or to convert any such portions Loans, or on any date the aggregate unpaid principal amount of the LoanEurodollar 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 portions of the Loan Loans will be automatically converted to Base Rate PortionsLoans. 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. The Borrower may elect (i) ------------------------------- at any time to convert Base Rate Portions Loans or any portion thereof to Eurodollar Rate Portions Loans or (ii) at the end of any Interest Period with respect thereto, to convert Eurodollar Rate Portions Loans or any portion thereof into Base Rate PortionsLoans, or to continue such Eurodollar Rate Portions Loans or any portion thereof for an additional Interest Period 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 PortionPeriod; provided, however, that the aggregate of the Eurodollar Rate Portions Loans for each -------- ------- Interest Period therefor must be in the aggregate principal amount of $5,000,000 1,000,000 or an integral multiple of $500,000 100,000 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 Notes Loans of all the Lenders so converted or continued in accordance with their each Lender's Ratable PortionPortion of the amount so converted or continued. 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 (3) Business Days' prior written notice (in writing or by telephone, provided, that if such notice is by telephone, written confirmation shall be received within one (1) Business Day of such telephonic notice) thereof, which notice shall be irrevocable, thereof specifying (A) the amount and type of conversion or continuation, (B) in the case of a conversion to or a continuation of Eurodollar Rate PortionsLoans, each the Interest Period therefor, therefor and (C) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurodollar Rate PortionsLoans, 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 thereof and such Lender's Ratable Portion of the Loan to be convertedthereof. Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Portions Loans to Eurodollar Rate PortionsLoans, and no continuation in whole or in part of Eurodollar Rate Portions 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 2.82.7, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Eurodollar Rate Portions Loans for an additional Interest Period or to convert any such portions of the LoanLoans, then, upon the expiration of the Interest Period therefor, such portions of the Loan Loans will be automatically converted to Base Rate PortionsLoans. 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. The Borrower may elect (i) at any time to convert Base Rate Portions Loans or any portion thereof to Eurodollar Rate Portions Loans, or (ii) at the end of any Interest Period with respect thereto, to convert Eurodollar Rate Portions Loans or any portion thereof into Base Rate PortionsLoans, or to continue such Eurodollar Rate Portions Loans or any portion thereof for an additional Interest Period 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 PortionPeriod; provided, however, that the aggregate of the Eurodollar Rate Portions Loans for each Interest Period therefor must be in the amount of $5,000,000 2,500,000 or an integral multiple of $500,000 100,000 in excess thereof. Each conversion or continuation shall be allocated among the Notes Loans of all Lenders in accordance with their Ratable Portion. 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 prior to 10:00 a.m. New York City Time, at least three (3) Business Days' prior written notice (in writing or by telephone, provided, that if such notice is by telephone, written confirmation shall be received within one (1) Business Day of such telephonic notice) thereof, which notice shall be irrevocable, thereof specifying (A) the amount and type of conversion or continuation, (B) in the case of a conversion to or a continuation of Eurodollar Rate PortionsLoans, each the Interest Period therefor, and (C) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurodollar Rate PortionsLoans, 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 thereof and such Lender's Ratable Portion of the Loan Loans to be converted. Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Portions Loans to Eurodollar Rate PortionsLoans, and no continuation in whole or in part of Eurodollar Rate Portions 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 2.8, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Eurodollar Rate Portions Loans for an additional Interest Period or to convert any such portions of the Loan38 46 Loans, then, upon the expiration of the Interest Period therefor, such portions of the Loan Loans will be automatically converted to Base Rate PortionsLoans. 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. The Borrower may elect (i) at any time to convert Base Rate Portions Loans or any portion thereof to Eurodollar Rate Portions Loans, or (ii) at the end of any Interest Period with respect thereto, to convert Eurodollar Rate Portions Loans or any portion thereof into Base Rate PortionsLoans, or to continue such Eurodollar Rate Portions Loans or any portion thereof for an additional Interest Period 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 PortionPeriod; provided, however, that the aggregate of the Eurodollar Rate Portions Loans for each Interest Period therefor must be in the amount of $5,000,000 2,500,000 or an integral multiple of $500,000 100,000 in excess thereof. Each conversion or continuation shall be allocated among the Notes Loans of all Lenders in accordance with their Ratable Portion. 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 prior to 10:00 a.m. New York City Time, at least three (3) Business Days' prior written notice (in writing or by telephone, provided, that if such notice is by telephone, written confirmation shall be received within one (1) Business Day of such telephonic notice) thereof, which notice shall be irrevocable, thereof specifying (A) the amount and type of conversion or continuation, (B) in the case of a conversion to or a continuation of Eurodollar Rate PortionsLoans, each the Interest Period therefor, and (C) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurodollar Rate PortionsLoans, 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 thereof and such Lender's Ratable Portion of the Loan Loans to be converted. Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Portions Loans to Eurodollar Rate PortionsLoans, and no continuation in whole or in part of Eurodollar Rate Portions 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 2.8, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Eurodollar Rate Portions Loans for an additional Interest Period or to convert any such portions of the LoanLoans, then, upon the expiration of the Interest Period therefor, such portions of the Loan Loans will be automatically converted to Base Rate PortionsLoans. 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. The Borrower Company (on behalf of itself and the other Borrowers) may elect (ia) at any time to convert Base Rate Portions Loans or any portion thereof to Eurodollar Rate Portions Loans, or (iib) at the end of any Interest Period with respect thereto, to convert Eurodollar Rate Portions Loans or any portion thereof into Base Rate Portions, Loans or to continue such Eurodollar Rate Portions Loans or any portion thereof for an additional Interest Period 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 PortionPeriod; provided, however, that the aggregate of the Eurodollar Rate Portions Loans for each Interest Period therefor must be in the amount of $5,000,000 1,000,000 or an integral multiple of $500,000 1,000,000 in excess thereof. Each conversion or continuation shall be allocated among the Notes of all Lenders in accordance with their respective Ratable PortionPortions. 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 prior to 10:00 a.m. New York City Time, at least (x) three (3) Business Days' prior written notice (in writing or by telephone, provided, that if such notice is by telephone, written confirmation shall be received within one (1) Business Day of such telephonic notice) thereof, which 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 shall be irrevocablethereof, in the case of the conversion of Eurodollar Rate Loans into Base Rate Loans, in each case specifying (Ai) the amount and type of conversion Loan being converted or continuationcontinued, (Bii) in the case of a conversion to or a continuation of Eurodollar Rate PortionsLoans, each the Interest Period therefor, and (Ciii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurodollar Rate PortionsLoans, 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 thereof and such Lender's Ratable Portion of the Loan to be convertedthereof. Notwithstanding the foregoing, (x) no conversion in whole or in part of Base Rate Portions Loans to Eurodollar Rate PortionsLoans, and no continuation in whole or in part of Eurodollar Rate Portions 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 2.8, 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 Portions Loans for an additional Interest Period or to convert any such portions of the LoanPeriod, then, upon the expiration of the Interest Period therefor, such portions of the Loan Loans will be automatically converted to Base Rate PortionsLoans. Each Notice of Conversion or Continuation shall be irrevocable. Notwithstanding the foregoing, Borrower shall have no right No conversion of any Swing Loan to convert a Swing Advance or any Unpaid Drawing into a Eurodollar Portion other than in accordance with Sections 2.17 and 2.19 respectivelyRate Loan may be made.