Common use of Conversion or Continuation of Loans Clause in Contracts

Conversion or Continuation of Loans. The Company shall have the right to Convert Loans of one type into Loans of another type or to Continue Eurodollar Rate Loans, at any time or from time to time, provided that: (a) the Company shall give the Agent a Notice of Continuation or Conversion in the form of Exhibit B-2, as applicable, prior to 10:00 a.m. (Chicago time) on the date at least (i) three (3) Business Days prior to the last day of the Interest Period of any Loan to be Converted into or Continued as a Eurodollar Rate Loan and (ii) one (1) Business Day prior to the last day of the Interest Period of any Loan to be Converted into a Base Rate Loan; (b) Eurodollar Rate Loans may be Converted or Continued only on the last day of an Interest Period for such Loans; (c) each Conversion or Continuation of a Eurodollar Rate Loan shall be in an amount at least equal to $250,000 or in any greater amount which is an integral multiple thereof; (d) no Event of Default shall have occurred and be continuing at the time of any Conversion or Continuation of any such Loan into a subsequent Interest Period; (e) accrued interest on the Loan (or portion thereof) being Converted or Continued shall be paid by the Company at the time of Continuation or Conversion; and (f) each request for a Continuation as or Conversion to a Eurodollar Rate Loan which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one (1) month. Notwithstanding anything to the contrary herein contained, if, upon the expiration of any Interest Period applicable to any Eurodollar Rate Loan, the Company shall fail to give a Notice of Continuation or Conversion as set forth in this Subsection 2.7, the Company shall be deemed to have given a Notice of Continuation of such Eurodollar Rate Loan in principal amount equal to the outstanding principal amount of such Eurodollar Rate Loan and having an Interest Period of one (1) month.

Conversion or Continuation of Loans. The Company shall have the right (a) Each Borrower may elect (i) at any time on any Business Day to Convert Base Rate Loans or any portion thereof to Eurocurrency Rate Loans or (ii) at the end of one type any applicable Interest Period, to Convert Eurocurrency Rate Loans or any portion thereof into Base Rate Loans of another type or to Continue Eurodollar Eurocurrency Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the Eurocurrency Rate Loans Converted or Continued for each Interest Period must be in the amount of at least $5,000,000 or TERM LOAN AGREEMENT FMC CORPORATION an integral multiple of $1,000,000 in excess thereof. Each Conversion or Continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s pro rata share. Subject to clause (b) below, each such election shall be in substantially the form of Exhibit B-2 (Form of Notice of Conversion or Continuation) (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent (x) in the case of a Continuation or Conversion into Eurocurrency Rate Loans, at any time or from time to timeleast three Business Days’ prior written notice, provided that: and (ay) in the case of a Conversion into Base Rate Loans, at least one Business Day’s prior written notice, in each case, specifying (A) the Company shall give the Agent a Notice amount and Type of Continuation Loan being Converted or Conversion Continued, (B) in the form case of Exhibit B-2a Conversion to or a Continuation of Eurocurrency Rate Loans, as applicablethe applicable Interest Period and (C) in the case of a Conversion, prior to 10:00 a.m. (Chicago time) on the date at least of Conversion (i) three (3) which date shall be a Business Days prior to Day and, if a Conversion from Eurocurrency Rate Loans, shall also be the last day of the Interest Period of any Loan to be Converted into or Continued as a Eurodollar Rate Loan and (ii) one (1) Business Day prior to the last day of the Interest Period of any Loan to be Converted into a Base Rate Loan; (b) Eurodollar Rate Loans may be Converted or Continued only on the last day of an Interest Period for such Loans; (c) each Conversion or Continuation of a Eurodollar Rate Loan shall be in an amount at least equal to $250,000 or in any greater amount which is an integral multiple thereof; (d) no Event of Default shall have occurred and be continuing at the time of any Conversion or Continuation of any such Loan into a subsequent applicable Interest Period; (e) accrued interest on the Loan (or portion thereof) being Converted or Continued shall be paid by the Company at the time of Continuation or Conversion; and (f) each request for a Continuation as or Conversion to a Eurodollar Rate Loan which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one (1) month. Notwithstanding anything to the contrary herein contained, if, upon the expiration of any Interest Period applicable to any Eurodollar Rate Loan, the Company shall fail to give a Notice of Continuation or Conversion as set forth in this Subsection 2.7, the Company shall be deemed to have given a Notice of Continuation of such Eurodollar Rate Loan in principal amount equal to the outstanding principal amount of such Eurodollar Rate Loan and having an Interest Period of one (1) month).

Conversion or Continuation of Loans. The Company shall have the right (a) Each Borrower may elect (i) at any time on any Business Day to Convert Base Rate Loans or any portion thereof to Eurocurrency Rate Loans or (ii) at the end of one type any applicable Interest Period, to Convert Eurocurrency Rate Loans or any portion thereof into Base Rate Loans of another type or to Continue Eurodollar Eurocurrency Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the Eurocurrency Rate Loans Converted or Continued for each Interest Period must be in the amount of at least $5,000,000 or an integral multiple of $1,000,000 in excess thereof. Each Conversion or Continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s pro rata share. Subject to clause (b) below, each such election shall be in substantially the form of Exhibit B-2 (Form of Notice of Conversion or Continuation) (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent (x) in the case of a Continuation or Conversion into Eurocurrency Rate Loans, at any time or from time to timeleast three Business Days’ prior written notice, provided that: and (ay) in the case of a Conversion into Base Rate Loans, at least one Business Day’s prior written notice, in each case, specifying (A) the Company shall give the Agent a Notice amount and Type of Continuation Loan being Converted or Conversion Continued, (B) in the form case of Exhibit B-2a Conversion to or a Continuation of Eurocurrency Rate Loans, as applicablethe applicable Interest Period and (C) in the case of a Conversion, prior to 10:00 a.m. (Chicago time) on the date at least of Conversion (i) three (3) which date shall be a Business Days prior to Day and, if a Conversion from Eurocurrency Rate Loans, shall also be the last day of the applicable Interest Period of any Loan to be Converted into or Continued as a Eurodollar Rate Loan and (ii) one (1) Business Day prior to the last day of the Interest Period of any Loan to be Converted into a Base Rate Loan; Period). (b) Eurodollar Rate Loans may be Converted or Continued only on the last day The Administrative Agent shall promptly notify each Lender of an Interest Period for such Loans; (c) each its receipt of a Notice of Conversion or Continuation and of a Eurodollar Rate Loan shall be the options selected therein. Notwithstanding the foregoing, no Conversion in an amount at least equal to $250,000 whole or in any greater amount which is an integral multiple thereof; (d) part of Base Rate Loans to Eurocurrency Rate Loans, and no Event Continuation in whole or in part of Default shall have occurred and be continuing at the time of any Conversion or Continuation of any such Loan into a subsequent Interest Period; (e) accrued interest on the Loan (or portion thereof) being Converted or Continued shall be paid by the Company at the time of Continuation or Conversion; and (f) each request for a Continuation as or Conversion to a Eurodollar Eurocurrency Rate Loan which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one (1) month. Notwithstanding anything to the contrary herein contained, if, upon the expiration of any Interest Period applicable to any Eurodollar Rate Loan, the Company shall fail to give a Notice of Continuation or Conversion as set forth in this Subsection 2.7, the Company shall be deemed to have given a Notice of Continuation of such Eurodollar Rate Loan in principal amount equal to the outstanding principal amount of such Eurodollar Rate Loan and having an Interest Period of one (1) month.Loans

Conversion or Continuation of Loans. The Company shall have the right to Convert Loans of one type into Loans of another type or to Continue Eurodollar Rate Loans, at any time or from time to time, provided that: (a) the Company shall give the Agent a Notice of Continuation or Conversion in the form of Exhibit B-2, as applicable, prior to 10:00 11:00 a.m. (Chicago New York time) on the date at least (i) three (3) Business Days prior to the last day of the Interest Period of any Loan to be Converted into or Continued as a Eurodollar Rate Loan and (ii) one (1) Business Day prior to the last day of the Interest Period of any Loan to be Converted into a Base Rate Loan; (b) Eurodollar Rate Loans may be Converted or Continued only on the last day of an Interest Period for such Loans; (c) each Conversion or Continuation of a Eurodollar Rate Loan shall be in an amount at least 19 -14- equal to $250,000 100,000 or in any greater amount which is an integral multiple thereof; (d) no Event of Default shall have occurred and be continuing at the time of any Conversion or Continuation of any such Loan into a subsequent Interest Period; (e) accrued interest on the Loan (or portion thereof) being Converted or Continued shall be paid by the Company at the time of Continuation or Conversion; and (f) each request for a Continuation as or Conversion to a Eurodollar Rate Loan which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one (1) month. Notwithstanding anything to the contrary herein contained, if, upon the expiration of any Interest Period applicable to any Eurodollar Rate Loan, the Company shall fail to give a Notice of Continuation or Conversion as set forth in this Subsection 2.7, the Company shall be deemed to have given a Notice of Continuation of such Eurodollar Rate Loan in principal amount equal to the outstanding principal amount of such Eurodollar Rate Loan and having an Interest Period of one (1) month.

Conversion or Continuation of Loans. The Company Subject to the provisions of subsection 2.10B, each Borrower shall have the right option (i) to Convert Loans of one type into Loans of another type or to Continue Eurodollar Rate Loans, convert at any time all or any part of its outstanding Pro Rata Loans from time Loans bearing interest at a rate determined by reference to timeone basis to Loans bearing interest at a rate determined by reference to an alternative basis, provided that: (a) the Company shall give the Agent a Notice of Continuation or Conversion in the form of Exhibit B-2, as applicable, prior to 10:00 a.m. (Chicago time) on the date at least (i) three (3) Business Days prior to the last day of the Interest Period of any Loan to be Converted into or Continued as a Eurodollar Rate Loan and (ii) one (1) Business Day prior to the last day of the Interest Period of any Loan to be Converted into a Base Rate Loan; (b) Eurodollar Rate Loans may be Converted or Continued only on the last day of an Interest Period for such Loans; (c) each Conversion or Continuation of a Eurodollar Rate Loan shall be in an amount at least equal to $250,000 or in any greater amount which is an integral multiple thereof; (d) no Event of Default shall have occurred and be continuing at the time of any Conversion or Continuation of any such Loan into a subsequent Interest Period; (e) accrued interest on the Loan (or portion thereof) being Converted or Continued shall be paid by the Company at the time of Continuation or Conversion; and (f) each request for a Continuation as or Conversion to a Eurodollar Rate Loan which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one (1) month. Notwithstanding anything to the contrary herein contained, if, upon the expiration of any Interest Period applicable to any a Eurodollar Rate Loan, the Company shall fail to give a Notice continue all or any portion of Continuation or Conversion as set forth in this Subsection 2.7, the Company shall be deemed to have given a Notice of Continuation of such that and all other Eurodollar Rate Loan in principal amount equal to the outstanding principal amount of such Eurodollar Rate Loan and Loans having an Interest Period ending on such date equal to $5,000,000 or integral multiples of $1,000,000 in excess of that amount as Eurodollar Rate Loans; PROVIDED, that when Loans are converted into Eurodollar Rate Loans, such Eurodollar Rate Loans shall be in a minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount. The Applicable Borrower shall deliver a Notice of Conversion/ Continuation to Administrative Agent no later than 12:00 noon (New York City time) at least one (1) monthBusiness Day in the case of conversion to Base Rate Loans, and at least three (3) Business Days in the case of conversion to or continuation as Eurodollar Rate Loans, in advance of the proposed conversion/ continuation date. A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation and (iv) the requested Interest Period, if any. In lieu of delivering the above-described Notice of Conversion/Continuation, the Applicable Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation (and the information required by a Notice of Conversion/Continuation) under this subsection 2.6D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. If for any reason a Eurodollar Rate Loan remains outstanding beyond the expiration of the Interest Period therefor (including any conversion/ continuation periods with respect thereto), such Loan shall be continued as a Base Rate Loan. Administrative Agent shall not incur any liability to any Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Applicable Borrower or for otherwise acting in good faith under this subsection 2.6D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice the Applicable Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsection 2.10B, a Notice of Conversion/Continuation (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the Applicable Borrower shall be bound to effect a conversion or continuation in accordance therewith, unless the Applicable Borrower pays such amounts as required under subsection 2.10C to compensate Lenders.

Conversion or Continuation of Loans. The Company shall have Subject to the right terms and ----------------------------------- conditions of this Agreement, the Lessee may on any Business Day upon notice given to Convert Loans of one type into Loans of another type or to Continue Eurodollar Rate Loans, at any time or from time to time, provided that: the Lender not later than 12:00 Noon (a) the Company shall give the Agent a Notice of Continuation or Conversion in the form of Exhibit B-2, as applicable, prior to 10:00 a.m. (Chicago New York City time) on the date at least fifth (i) three (3) Business Days prior to the last day of the Interest Period of any Loan to be Converted into or Continued as a Eurodollar Rate Loan and (ii) one (1) 5th), Business Day prior to the last day date of the proposed Conversion and subject to the provisions of Sections 2.02(c), 2.05, and 3.02 hereof, Convert any Lessee Loans of one Type into Lessee Loans of another Type or continue any Lessee Eurodollar Rate Loans as such for an additional Interest Period on the expiration of the Interest Period applicable thereto; provided that (a) any -------- Conversion of any Loan to be Converted into a Base Rate Loan; (b) Lessee Eurodollar Rate Loans may into Lessee Loans of another Type shall be Converted or Continued made on, and only on on, the last day of an Interest Period for such Lessee Eurodollar Rate Loans; , (cb) each Conversion or Continuation of a Eurodollar Rate Loan continuation shall be in an aggregate principal amount at least equal to not less than $250,000 1,000,000 or in any greater amount which is an integral multiple thereof; thereof (dor such lesser amount as shall equal the then aggregate outstanding amount of the Lessee Base Rate Loans or the Lessee Eurodollar Rate Loans, as the case may be), and (c) no Conversion into, or continuation as, Lessee Eurodollar Rate Loans shall be permitted when an Event of Default shall have under the Amended and Restated Reimbursement Agreement or hereunder has occurred and is continuing. Such notice shall be continuing at the time given by delivery of any a notice in writing (a "Notice of Conversion or Continuation Continuation"), in substantially the form of any Exhibit D, ------------------------------------ specifying within the restrictions specified above, (i) the date of such Loan into a subsequent Interest Period; Conversion or continuation, (eii) accrued interest on the Loan (or portion thereof) being Lessee Loans to be Converted or Continued shall be paid by the Company at the time of Continuation or Conversion; continued and (fiii) each request for a Continuation as if such Conversion or Conversion to a continuation is into Lessee Eurodollar Rate Loan which fails to state an applicable Loans, the duration of the initial Interest Period shall be deemed to be a request for an Interest Period of one (1) month. Notwithstanding anything to the contrary herein contained, if, upon the expiration of any Interest Period applicable to any Eurodollar Rate Loan, the Company shall fail to give a Notice of Continuation or Conversion as set forth in this Subsection 2.7, the Company shall be deemed to have given a Notice of Continuation of such Eurodollar Rate Loan in principal amount equal to the outstanding principal amount of such Eurodollar Rate Loan and having an Interest Period of one (1) monthLessee loans.

Conversion or Continuation of Loans. The Company shall have the right to Convert Loans of one type into Loans of another type or to Continue Eurodollar Rate Loans, at any time or from time to time, provided that: (a) the Company shall give the Agent a Notice of Continuation or Conversion in the form of Exhibit B-2, as applicable, prior to 10:00 11:00 a.m. (Chicago New York time) on the date at least (i) three two (32) Business Days prior to the last day of the Interest Period of any Loan to be Converted into or Continued as a Eurodollar Rate Loan and (ii) one (1) Business Day prior to the last day of the Interest Period of any Loan to be Converted into a Base Rate Loan; (b) Eurodollar Rate Loans may be Converted or Continued only on the last day of an Interest Period for such Loans; (c) each Conversion or Continuation of a Eurodollar Rate Loan shall be in an amount at least equal to $250,000 or in any greater amount which is an integral multiple thereof; (d) no Event of Default shall have occurred and be continuing at the time of any Conversion or Continuation of any such Loan into a subsequent Interest Period; (e) accrued interest on the Loan (or portion thereof) being Converted or Continued shall be paid by the Company at the time of Continuation or Conversion; and (f) each request for a Continuation as or Conversion to a Eurodollar Rate Loan which fails to state an applicable Interest Period shall be deemed to be a request for an Interest Period of one (1) month. Notwithstanding anything to the contrary herein contained, if, upon the expiration of any Interest Period applicable to any Eurodollar Rate Loan, the Company shall fail to give a Notice of Continuation or Conversion as set forth in this Subsection 2.7, the Company shall be deemed to have given a Notice of Continuation of such Eurodollar Rate Loan in principal amount equal to the outstanding principal amount of such Eurodollar Rate Loan and having an Interest Period of one (1) month.