Common use of Conversion or Continuation of Loans Clause in Contracts

Conversion or Continuation of Loans. (a) Subject to the other provisions hereof, the Borrower shall have the option (i) to Convert at any time all or any part of outstanding Base Rate Loans to LIBO Rate Loans, (ii) to Convert all or any part of outstanding LIBO Rate Loans which comprise part of the same Borrowing to Base Rate Loans, on the expiration date of the Interest Period applicable thereto, or (iii) to continue all or any part of outstanding LIBO Rate Loans which comprise part of the same Borrowing as LIBO Rate Loans for an additional Interest Period, on the expiration date of the Interest Period applicable thereto; provided that no Loan may be continued as, or converted -------- into, a LIBO Rate Loan when any Event of Default has occurred and is continuing. Notwithstanding anything to the contrary set forth herein, if the Borrower shall fail to give notice of any continuation of a LIBO Rate Loan as set forth herein, or if such continuation shall not be permitted pursuant to the terms hereof, any such LIBO Rate Loans shall be automatically converted to Base Rate Loans on the last day of such then expiring Interest Period. (b) In order to elect to Convert or continue a Loan under this Section 2.6, the Borrower shall deliver an irrevocable notice thereof substantially in the form of Exhibit U (a "Notice of Conversion or Continuation") to the Administrative Agent no later than 11:00 A.M., New York time, (i) at least one Business Day in advance of the proposed conversion date in the case of a Conversion to a Base Rate Loan and (ii) at least three Business Days in advance of the proposed Conversion or continuation date in the case of a Conversion to, or a continuation of, a LIBO Rate Loan. A Notice of Conversion or Continuation shall specify (w) the requested Conversion or continuation date (which shall be a Business Day), (x) the amount of the Loan to be Converted or continued, (y) whether a Conversion or continuation is requested, and

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) Subject 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 other provisions hereof, the Borrower shall have the option date at least (i) three (3) Business Days prior to Convert at any time all or any part of outstanding Base Rate Loans to LIBO Rate Loans, (ii) to Convert all or any part of outstanding LIBO Rate Loans which comprise part of the same Borrowing to Base Rate Loans, on the expiration date last day of the Interest Period applicable thereto, of any Loan to be Converted into or Continued as a Eurodollar Rate Loan and (iiiii) one (1) Business Day prior to continue all or any part of outstanding LIBO Rate Loans which comprise part of the same Borrowing as LIBO Rate Loans for an additional Interest Period, on the expiration date last day of the Interest Period applicable theretoof any Loan to be Converted into a Base Rate Loan; provided that no Loan (b) Eurodollar Rate Loans may be continued as, Converted or converted -------- into, Continued only on the last day of an Interest Period for such Loans; (c) each Conversion or Continuation of a LIBO Eurodollar Rate Loan when 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 has shall have occurred and is continuingbe 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 set forth hereinherein contained, if if, upon the Borrower expiration of any Interest Period applicable to any Eurodollar Rate Loan, the Company shall fail to give notice a Notice of any continuation of a LIBO Rate Loan Continuation or Conversion as set forth hereinin this Subsection 2.7, or if the Company shall be deemed to have given a Notice of Continuation of such continuation shall not be permitted pursuant Eurodollar Rate Loan in principal amount equal to the terms hereof, any such LIBO Rate Loans shall be automatically converted to Base Rate Loans on the last day outstanding principal amount of such then expiring Interest Period. (b) In order to elect to Convert or continue a Loan under this Section 2.6, the Borrower shall deliver an irrevocable notice thereof substantially in the form of Exhibit U (a "Notice of Conversion or Continuation") to the Administrative Agent no later than 11:00 A.M., New York time, (i) at least one Business Day in advance of the proposed conversion date in the case of a Conversion to a Base Eurodollar Rate Loan and having an Interest Period of one (ii1) at least three Business Days in advance of the proposed Conversion or continuation date in the case of a Conversion to, or a continuation of, a LIBO Rate Loan. A Notice of Conversion or Continuation shall specify (w) the requested Conversion or continuation date (which shall be a Business Day), (x) the amount of the Loan to be Converted or continued, (y) whether a Conversion or continuation is requested, andmonth.

Conversion or Continuation of Loans. (a) Subject to the other provisions hereof, the Each Borrower shall have the option may elect (i) to Convert at any time all or on any part of outstanding Business Day to Convert Base Rate Loans or any portion thereof to LIBO Eurocurrency Rate Loans, Loans or (ii) at the end of any applicable Interest Period, to Convert all Eurocurrency Rate Loans or any part of outstanding LIBO portion thereof into Base Rate Loans which comprise part of the same Borrowing or to Base Continue Eurocurrency Rate Loans, on the expiration date of the Interest Period applicable thereto, or (iii) to continue all Loans or any part of outstanding LIBO Rate Loans which comprise part of the same Borrowing as LIBO Rate Loans portion thereof for an additional Interest Period; provided, on however, that the expiration date aggregate amount of the Eurocurrency Rate Loans Converted or Continued for each Interest Period applicable thereto; provided that no Loan may must be continued as, in the amount of at least $5,000,000 or converted -------- into, a LIBO Rate Loan when any Event TERM LOAN AGREEMENT FMC CORPORATION an integral multiple of Default has occurred and is continuing$1,000,000 in excess thereof. Notwithstanding anything to the contrary set forth herein, if the Borrower shall fail to give notice of any continuation of a LIBO Rate Loan as set forth herein, Each Conversion or if such continuation shall not be permitted pursuant to the terms hereof, any such LIBO Rate Loans Continuation shall be automatically converted allocated among the Loans of each Lender in accordance with such Lender’s pro rata share. Subject to Base Rate Loans on the last day of such then expiring Interest Period. clause (b) In order to elect to Convert or continue a Loan under this Section 2.6below, the Borrower each such election shall deliver an irrevocable notice thereof be in substantially in the form of Exhibit U B-2 (a "Form of Notice of Conversion or Continuation") to (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent no later than 11:00 A.M.(x) in the case of a Continuation or Conversion into Eurocurrency Rate Loans, New York timeat least three Business Days’ prior written notice, and (iy) in the case of a Conversion into Base Rate Loans, at least one Business Day Day’s prior written notice, in advance each case, specifying (A) the amount and Type of the proposed conversion date Loan being Converted or Continued, (B) in the case of a Conversion to or a Base Continuation of Eurocurrency Rate Loan Loans, the applicable Interest Period and (iiC) at least three Business Days in advance of the proposed Conversion or continuation date in the case of a Conversion, the date of Conversion to(which date shall be a Business Day and, if a Conversion from Eurocurrency Rate Loans, shall also be the last day of the applicable Interest Period). (b) The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. Notwithstanding the foregoing, no Conversion in whole or in part of Base Rate Loans to Eurocurrency Rate Loans, and no Continuation in whole or in part of Eurocurrency Rate Loans upon the expiration of any applicable Interest Period, shall be permitted at any time at which (A) a Default or an Event of Default shall have occurred and be continuing or (B) the Continuation of, or a continuation ofConversion into, a LIBO Eurocurrency Rate LoanLoan would violate any provision of Section 2.09, 3.05 or 3.06. A If, within the time period required under the terms of this Section 2.14, the Administrative Agent does not receive a Notice of Conversion or Continuation from the applicable Borrower containing a permitted election to Continue any Eurocurrency Rate Loans for an additional Interest Period or to Convert any such Loans, then, upon the expiration of the applicable Interest Period, such Loans shall be automatically Converted to Base Rate Loans. Each Notice of Conversion or Continuation shall specify be irrevocable. (wc) Notwithstanding the requested Conversion or continuation date (which shall be a Business Day)foregoing, (x) upon the amount occurrence and during the continuance of any Event of Default, each Eurocurrency Rate Loan shall, upon the expiration of the Loan applicable Interest Period, be automatically Converted to be Converted or continued, (y) whether a Conversion or continuation is requested, andBase Rate Loan.

Conversion or Continuation of Loans. (a) Subject to the other provisions hereof, the Each Borrower shall have the option may elect (i) to Convert at any time all or on any part of outstanding Business Day to Convert Base Rate Loans or any portion thereof to LIBO Eurocurrency Rate Loans, Loans or (ii) at the end of any applicable Interest Period, to Convert all Eurocurrency Rate Loans or any part of outstanding LIBO portion thereof into Base Rate Loans which comprise part of the same Borrowing or to Base Continue Eurocurrency Rate Loans, on the expiration date of the Interest Period applicable thereto, or (iii) to continue all Loans or any part of outstanding LIBO Rate Loans which comprise part of the same Borrowing as LIBO Rate Loans portion thereof for an additional Interest Period; provided, on however, that the expiration date aggregate amount of the Eurocurrency Rate Loans Converted or Continued for each Interest Period applicable thereto; provided that no Loan may must be continued as, in the amount of at least $5,000,000 or converted -------- into, a LIBO Rate Loan when any Event an integral multiple of Default has occurred and is continuing$1,000,000 in excess thereof. Notwithstanding anything to the contrary set forth herein, if the Borrower shall fail to give notice of any continuation of a LIBO Rate Loan as set forth herein, Each Conversion or if such continuation shall not be permitted pursuant to the terms hereof, any such LIBO Rate Loans Continuation shall be automatically converted allocated among the Loans of each Lender in accordance with such Lender’s pro rata share. Subject to Base Rate Loans on the last day of such then expiring Interest Period. clause (b) In order to elect to Convert or continue a Loan under this Section 2.6below, the Borrower each such election shall deliver an irrevocable notice thereof be in substantially in the form of Exhibit U B-2 (a "Form of Notice of Conversion or Continuation") to (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent no later than 11:00 A.M.(x) in the case of a Continuation or Conversion into Eurocurrency Rate Loans, New York timeat least three Business Days’ prior written notice, and (iy) in the case of a Conversion into Base Rate Loans, at least one Business Day Day’s prior written notice, in advance each case, specifying (A) the amount and Type of the proposed conversion date Loan being Converted or Continued, (B) in the case of a Conversion to or a Base Continuation of Eurocurrency Rate Loan Loans, the applicable Interest Period and (iiC) at least three Business Days in advance of the proposed Conversion or continuation date in the case of a Conversion, the date of Conversion to(which date shall be a Business Day and, or if a continuation ofConversion from Eurocurrency Rate Loans, shall also be the last day of the applicable Interest Period). (b) The Administrative Agent shall promptly notify each Lender of its receipt of a LIBO Rate Loan. A Notice of Conversion or Continuation shall specify (w) the requested Conversion or continuation date (which shall be a Business Day), (x) the amount and of the options selected therein. Notwithstanding the foregoing, no Conversion in whole or in part of Base Rate Loans to Eurocurrency Rate Loans, and no Continuation in whole or in part of Eurocurrency Rate Loans (c) Notwithstanding the foregoing, upon the occurrence and during the continuance of any Event of Default, each Eurocurrency Rate Loan shall, upon the expiration of the applicable Interest Period, be automatically Converted to be Converted or continued, (y) whether a Conversion or continuation is requested, andBase Rate Loan.

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) Subject the Company shall give the Agent a Notice of Continuation or Conversion in the form of Exhibit B-2, as applicable, prior to 11:00 a.m. (New York time) on the other provisions hereof, the Borrower shall have the option date at least (i) three (3) Business Days prior to Convert at any time all or any part of outstanding Base Rate Loans to LIBO Rate Loans, (ii) to Convert all or any part of outstanding LIBO Rate Loans which comprise part of the same Borrowing to Base Rate Loans, on the expiration date last day of the Interest Period applicable thereto, of any Loan to be Converted into or Continued as a Eurodollar Rate Loan and (iiiii) one (1) Business Day prior to continue all or any part of outstanding LIBO Rate Loans which comprise part of the same Borrowing as LIBO Rate Loans for an additional Interest Period, on the expiration date last day of the Interest Period applicable theretoof any Loan to be Converted into a Base Rate Loan; provided that no Loan (b) Eurodollar Rate Loans may be continued as, Converted or converted -------- into, Continued only on the last day of an Interest Period for such Loans; (c) each Conversion or Continuation of a LIBO Eurodollar Rate Loan when shall be in an amount at least 19 -14- equal to $100,000 or in any greater amount which is an integral multiple thereof; (d) no Event of Default has shall have occurred and is continuingbe 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 set forth hereinherein contained, if if, upon the Borrower expiration of any Interest Period applicable to any Eurodollar Rate Loan, the Company shall fail to give notice a Notice of any continuation of a LIBO Rate Loan Continuation or Conversion as set forth hereinin this Subsection 2.7, or if the Company shall be deemed to have given a Notice of Continuation of such continuation shall not be permitted pursuant Eurodollar Rate Loan in principal amount equal to the terms hereof, any such LIBO Rate Loans shall be automatically converted to Base Rate Loans on the last day outstanding principal amount of such then expiring Interest Period. (b) In order to elect to Convert or continue a Loan under this Section 2.6, the Borrower shall deliver an irrevocable notice thereof substantially in the form of Exhibit U (a "Notice of Conversion or Continuation") to the Administrative Agent no later than 11:00 A.M., New York time, (i) at least one Business Day in advance of the proposed conversion date in the case of a Conversion to a Base Eurodollar Rate Loan and having an Interest Period of one (ii1) at least three Business Days in advance of the proposed Conversion or continuation date in the case of a Conversion to, or a continuation of, a LIBO Rate Loan. A Notice of Conversion or Continuation shall specify (w) the requested Conversion or continuation date (which shall be a Business Day), (x) the amount of the Loan to be Converted or continued, (y) whether a Conversion or continuation is requested, andmonth.

Conversion or Continuation of Loans. (a) Subject to the other provisions hereofof subsection 2.10B, the each Borrower shall have the option (i) to Convert convert at any time all or any part of its outstanding Base Pro Rata Loans from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, or (ii) upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any portion of that and all other Eurodollar Rate Loans having an Interest Period ending on such date equal to LIBO $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, (ii) to Convert all or any part of outstanding LIBO such Eurodollar Rate Loans which comprise part 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) Business Day in the same Borrowing case of conversion to Base Rate Loans, on the expiration date of the Interest Period applicable thereto, or and at least three (iii3) to continue all or any part of outstanding LIBO Rate Loans which comprise part of the same Borrowing as LIBO Rate Loans for an additional Interest Period, on the expiration date of the Interest Period applicable thereto; provided that no Loan may be continued as, or converted -------- into, a LIBO Rate Loan when any Event of Default has occurred and is continuing. Notwithstanding anything to the contrary set forth herein, if the Borrower shall fail to give notice of any continuation of a LIBO Rate Loan as set forth herein, or if such continuation shall not be permitted pursuant to the terms hereof, any such LIBO Rate Loans shall be automatically converted to Base Rate Loans on the last day of such then expiring Interest Period. (b) In order to elect to Convert or continue a Loan under this Section 2.6, the Borrower shall deliver an irrevocable notice thereof substantially Business Days in the form case of Exhibit U (a "Notice of Conversion conversion to or Continuation") to the Administrative Agent no later than 11:00 A.M.continuation as Eurodollar Rate Loans, New York time, (i) at least one Business Day in advance of the proposed conversion date in the case of a Conversion to a Base Rate Loan and (ii) at least three Business Days in advance of the proposed Conversion or conversion/ continuation date in the case of a Conversion to, or a continuation of, a LIBO Rate Loandate. A Notice of Conversion or Conversion/Continuation shall specify (wi) the requested Conversion or proposed conversion/continuation date (which shall be a Business Day), (xii) the amount and type of the Loan to be Converted or converted/continued, (yiii) whether 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 Conversion 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 is requestedof 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, andas 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 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) Subject the Company shall give the Agent a Notice of Continuation or Conversion in the form of Exhibit B-2, as applicable, prior to 11:00 a.m. (New York time) on the other provisions hereof, the Borrower shall have the option date at least (i) two (2) Business Days prior to Convert at any time all or any part of outstanding Base Rate Loans to LIBO Rate Loans, (ii) to Convert all or any part of outstanding LIBO Rate Loans which comprise part of the same Borrowing to Base Rate Loans, on the expiration date last day of the Interest Period applicable thereto, of any Loan to be Converted into or Continued as a Eurodollar Rate Loan and (iiiii) one (1) Business Day prior to continue all or any part of outstanding LIBO Rate Loans which comprise part of the same Borrowing as LIBO Rate Loans for an additional Interest Period, on the expiration date last day of the Interest Period applicable theretoof any Loan to be Converted into a Base Rate Loan; provided that no Loan (b) Eurodollar Rate Loans may be continued as, Converted or converted -------- into, Continued only on the last day of an Interest Period for such Loans; (c) each Conversion or Continuation of a LIBO Eurodollar Rate Loan when 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 has shall have occurred and is continuingbe 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 set forth hereinherein contained, if if, upon the Borrower expiration of any Interest Period applicable to any Eurodollar Rate Loan, the Company shall fail to give notice a Notice of any continuation of a LIBO Rate Loan Continuation or Conversion as set forth hereinin this Subsection 2.7, or if the Company shall be deemed to have given a Notice of Continuation of such continuation shall not be permitted pursuant Eurodollar Rate Loan in principal amount equal to the terms hereof, any such LIBO Rate Loans shall be automatically converted to Base Rate Loans on the last day outstanding principal amount of such then expiring Interest Period. (b) In order to elect to Convert or continue a Loan under this Section 2.6, the Borrower shall deliver an irrevocable notice thereof substantially in the form of Exhibit U (a "Notice of Conversion or Continuation") to the Administrative Agent no later than 11:00 A.M., New York time, (i) at least one Business Day in advance of the proposed conversion date in the case of a Conversion to a Base Eurodollar Rate Loan and having an Interest Period of one (ii1) at least three Business Days in advance of the proposed Conversion or continuation date in the case of a Conversion to, or a continuation of, a LIBO Rate Loan. A Notice of Conversion or Continuation shall specify (w) the requested Conversion or continuation date (which shall be a Business Day), (x) the amount of the Loan to be Converted or continued, (y) whether a Conversion or continuation is requested, andmonth.