Common use of Notice of Conversion/Continuation Clause in Contracts

Notice of Conversion/Continuation. i. For an election under Section 4(a)(i) or 4(a)(iii) above, an Authorized Person must deliver to the Bank, by 2:00 p.m. (Eastern Standard Time) on a New York Business Day, a written notice for an election under Section 4(a)(i) (“Notice of Conversion”) or a written notice for an election under Section 4(a)(iii) (“Notice of Continuation”) (either, a “Notice”), specifying: (a) the aggregate amount of each LIBOR Rate Loan to be continued; (b) the applicable LIBOR Rate selection and corresponding Interest Period duration for each LIBOR Rate Loan to be continued (see LIBOR Rate definition above); and (c) whether the Automatic Continuation Option will be in effect for each such LIBOR Rate Loan. The Automatic Continuation Option shall be in effect for each LIBOR Rate Loan, unless otherwise specified by Borrower in writing. ii. For any election in accordance with Section 4(b)(i) above, the Conversion Date shall be two (2) Joint Business Days following the date the Bank receives the Notice of Conversion, and the Continuation Date shall be the later of (A) the last day of the applicable Interest Period, or (B) two (2) Joint Business Days following the date the Bank receives the Notice of Continuation, except as otherwise determined by the Bank in its sole discretion. If a Notice is received after 2:00 p.m. (Eastern Standard Time) on any New York Business Day, such Notice will be deemed to have been received on the next New York Business Day. Accordingly, as an example, if Xxxxxxxx has a LIBOR Rate Loan with a one month Interest Period ending on June 15 and wants to continue the LIBOR Rate Loan with a two month Interest Period, Borrower must deliver to the Bank an appropriate Notice of Continuation by no later than 2:00 p.m. (Eastern Standard Time) on June 13 (assuming that June 13 is a New York Business Day and June 14 and 15 are Joint Business Days). iii. For LIBOR Rate Loans with the Automatic Continuation Option in effect, the Bank shall, at the end of each Interest Period, automatically continue such LIBOR Rate Loan with the same Interest Period. iv. For an election under Section 4(a)(ii), an Authorized Person may deliver to the Bank a Notice of Conversion at any time during an Interest Period up to the last day of such Interest Period or may have the LIBOR Rate Loan automatically convert to a Base Rate Loan pursuant to Section 4(c). Any such Notice of Conversion delivered during an Interest Period shall be deemed effective on the last day of the Interest Period. v. The Bank may take action on any Notice in reliance upon any oral, telephonic, written or teletransmitted Notice that the Bank in good faith believes to be valid and to have been made by Borrower or on behalf of Borrower by an Authorized Person. No Notice may be delivered by e-mail. The Bank may act on the Notice from any Authorized Person until the Bank shall have received from Borrower, and had a reasonable time to act on, written notice revoking the authority of such Authorized Person. The Bank shall incur no liability to Borrower or to any other person as a direct or indirect result of acting on any Notice under this Note. The Bank, in its sole discretion, may reject any Notice that is incomplete.

Notice of Conversion/Continuation. i. For Whenever the Borrower desires to convert all or a portion of an election under Section 4(a)(i) outstanding Borrowing, which Borrowing consists of Base Rate Advances or 4(a)(iii) aboveEurodollar Advances (in the case of Revolving Loans and Term B Loans), an Authorized Person must deliver into one or more Borrowings consisting of Advances of another Type, or to continue outstanding a Borrowing consisting of Eurodollar Advances for a new Interest Period, it shall give the Bank, by 2:00 p.m. (Eastern Standard Time) on Administrative Agent a New York Business Day, a written notice for an election under Section 4(a)(i) (“duly completed Notice of Conversion”) or a written notice for an election under Section 4(a)(iii) (“/Continuation in the form of Exhibit D-2 attached hereto, such Notice of Continuation”Conversion/Continuation to be given at least three Business Days (but not more than ten days) prior to each such Borrowing to be converted into or continued as Eurodollar Advances; provided that each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loans. Such Notice of Conversion/Continuation shall be given prior to 11:00 AM (eitherAtlanta, a “Notice”)Georgia time) on the date specified at the Payment Office of the Administrative Agent. Notices received after 11:00 AM (Atlanta, specifying: Georgia time) shall be deemed received on the next Business Day. A Notice of Conversion/Continuation that does not conform substantially to the format of Exhibit D-2 may be rejected in the Administrative Agent's sole discretion, and the Administrative Agent shall notify the Borrower of such rejection by telecopy not later than 12:00 noon (aAtlanta, Georgia time) on the date of receipt. Each such Notice of Conversion/Continuation shall be irrevocable and shall specify the aggregate principal amount of each LIBOR Rate Loan the Advances to be converted or continued; (b) , the applicable LIBOR Rate selection and corresponding date of such conversion or continuation, whether the Advances are being converted into or continued Eurodollar Advances and, if so, the Interest Period duration for each LIBOR Rate Loan to be continued (see LIBOR Rate definition above); and (c) whether applicable thereto. If, upon the Automatic Continuation Option will be expiration of any Interest Period in effect for each such LIBOR Rate Loan. The Automatic Continuation Option shall be in effect for each LIBOR Rate Loan, unless otherwise specified by Borrower in writing. ii. For respect of any election in accordance with Section 4(b)(i) aboveBorrowing, the Conversion Date Borrower shall be two (2) Joint Business Days following the date the Bank receives have failed to deliver the Notice of Conversion, and the Continuation Date shall be the later of (A) the last day of the applicable Interest Period, or (B) two (2) Joint Business Days following the date the Bank receives the Notice of /Continuation, except as otherwise determined by the Bank in its sole discretion. If a Notice is received after 2:00 p.m. (Eastern Standard Time) on any New York Business Day, such Notice will Borrower shall be deemed to have been received on elected to convert or continue such Borrowing to a Borrowing consisting of Base Rate Advances. So long as any Executive Officer of the next New York Business Day. AccordinglyBorrower has knowledge that any Default or Event of Default shall have occurred and be continuing, no Borrowing may be converted into or continued as an example, if Xxxxxxxx has a LIBOR Rate Loan with a one month Interest Period ending on June 15 and wants to continue (upon expiration of the LIBOR Rate Loan with a two month current Interest Period, Borrower must deliver to ) Eurodollar Advances unless the Bank an appropriate Notice Administrative Agent and each of Continuation by no later than 2:00 p.m. (Eastern Standard Time) on June 13 (assuming that June 13 is a New York Business Day and June 14 and 15 are Joint Business Days). iiithe Lenders shall have otherwise consented in writing. For LIBOR Rate Loans with the Automatic Continuation Option in effect, the Bank shall, at the end No conversion of each Interest Period, automatically continue such LIBOR Rate Loan with the same Interest Period. iv. For an election under Section 4(a)(ii), an Authorized Person may deliver to the Bank a Notice any Borrowing of Conversion at any time during an Interest Period up to the last day of such Interest Period or may have the LIBOR Rate Loan automatically convert to a Base Rate Loan pursuant to Section 4(c). Any such Notice of Conversion delivered during an Interest Period Eurodollar Advances shall be deemed effective permitted except on the last day of the Interest PeriodPeriod in respect thereof. v. The Bank may take action on any Notice in reliance upon any oral, telephonic, written or teletransmitted Notice that the Bank in good faith believes to be valid and to have been made by Borrower or on behalf of Borrower by an Authorized Person. No Notice may be delivered by e-mail. The Bank may act on the Notice from any Authorized Person until the Bank shall have received from Borrower, and had a reasonable time to act on, written notice revoking the authority of such Authorized Person. The Bank shall incur no liability to Borrower or to any other person as a direct or indirect result of acting on any Notice under this Note. The Bank, in its sole discretion, may reject any Notice that is incomplete.

Notice of Conversion/Continuation. i. For an election under Section 4(a)(i(a) or 4(a)(iii) above, an Authorized Person must deliver to the Bank, by 2:00 p.m. (Eastern Standard Time) The Borrower may on a New York any Business Day, upon delivery of a written notice for an election under Section 4(a)(i) (“Notice of Conversion”/Continuation given to the Agent not later than 12:00 P.M. (New York City time) on the third Business Day prior to the date of the proposed Conversion or a written notice for an election under Section 4(a)(iii) (“Notice continuation and subject to the other provisions hereof, continue Eurodollar Rate Advances comprising part of Continuation”) (either, a “Notice”), specifying: (a) the aggregate amount same Revolving Borrowing as Eurodollar Rate Advances with the duration of each LIBOR Rate Loan the Interest Periods therefor to be continued; (b) the applicable LIBOR Rate selection and corresponding Interest Period duration for each LIBOR Rate Loan to be continued (see LIBOR Rate definition above); and (c) whether the Automatic Continuation Option will be specified in effect for each such LIBOR Rate Loan. The Automatic Continuation Option shall be in effect for each LIBOR Rate Loan, unless otherwise specified by Borrower in writing. ii. For any election in accordance with Section 4(b)(i) above, the Conversion Date shall be two (2) Joint Business Days following the date the Bank receives the Notice of Conversion/Continuation or Convert all Revolving Advances of one Type comprising part of the same Revolving Borrowing into Revolving Advances of another Type; PROVIDED, HOWEVER, that any Conversion of Eurodollar Rate Advances into Base Rate Advances shall be made on, and the Continuation Date shall be the later of (A) only on, the last day of the applicable Interest Period, or (B) two (2) Joint Business Days following the date the Bank receives the Notice of Continuation, except as otherwise determined by the Bank in its sole discretion. If a Notice is received after 2:00 p.m. (Eastern Standard Time) on any New York Business Day, such Notice will be deemed to have been received on the next New York Business Day. Accordingly, as an example, if Xxxxxxxx has a LIBOR Rate Loan with a one month Interest Period ending on June 15 for such Eurodollar Rate Advances, any Conversion of Base Rate Advances into Eurodollar Rate Advances shall be in an amount not less than the minimum amount specified in Section 2.02(b) and wants to continue no Conversion of Base Rate Advances into Eurodollar Advances shall result in more separate Eurodollar Rate Borrowings than permitted under the LIBOR Rate Loan with a two month definition of Interest PeriodPeriod in Section 1.01; PROVIDED, Borrower must deliver to the Bank FURTHER, that if an appropriate Notice Event of Continuation by no later than 2:00 p.m. (Eastern Standard Time) on June 13 (assuming that June 13 Default has occurred and is a New York Business Day and June 14 and 15 are Joint Business Days). iii. For LIBOR Rate Loans with the Automatic Continuation Option in effectcontinuing, the Bank shall, at the end of Borrower may not Convert any Base Rate Advance into a Eurodollar Rate Advance and may not continue any Eurodollar Rate Advance as a Eurodollar Rate Advance and each Interest Period, such Eurodollar Rate Advance shall automatically continue such LIBOR Rate Loan with the same Interest Period. iv. For an election under Section 4(a)(ii), an Authorized Person may deliver to the Bank a Notice of Conversion at any time during an Interest Period up to the last day of such Interest Period or may have the LIBOR Rate Loan automatically convert Convert to a Base Rate Loan pursuant to Section 4(c). Any such Notice of Conversion delivered during an Interest Period shall be deemed effective Advance on the last day of the Interest Period. v. The Bank may take action on any Period for such Eurodollar Rate Advance. Each such Notice in reliance upon any oralof a Conversion/Continuation shall, telephonicwithin the restrictions specified above, written or teletransmitted Notice that specify (i) the Bank in good faith believes date of such Conversion, (ii) the Revolving Advances to be valid Converted, (iii) if such Conversion is into Eurodollar Rate Advances, the duration of the Interest Period for each such Revolving Advance and (iv) the Eurodollar Rate Advances to have been made by Borrower or on behalf be continued as Eurodollar Rate Advances and the duration of Borrower by an Authorized Person. No Notice may be delivered by e-mail. The Bank may act on the Notice from any Authorized Person until the Bank shall have received from Borrower, and had a reasonable time to act on, written notice revoking the authority of such Authorized Person. The Bank shall incur no liability to Borrower or to any other person as a direct or indirect result of acting on any Notice under this Note. The Bank, in its sole discretion, may reject any Notice that is incompleteInterest Periods therefor.

Notice of Conversion/Continuation. i. For an election under Section 4(a)(iTo: The PrivateBank and Trust Company, as Lender Reference is made to that certain Loan and Security Agreement dated as of February _, 2009 (the “Loan Agreement”) or 4(a)(iii) aboveby and among by and among Lifeway Foods, Inc, an Authorized Person must deliver Illinois corporation (“Lifeway”), Fresh Made, Inc., a Pennsylvania corporation (“FMI”), LFI Enterprises, Inc., an Illinois corporation (“LFI”), Helios Nutrition Limited, a Minnesota corporation (“Helios”), Pride of Main Street Dairy, LLC, a Minnesota limited liability company (“Main Street”), and Starfruit, LLC, an Illinois limited liability company (“Starfruit”; Lifeway, FMI, LFI, Helios, Main Street and Starfruit are hereinafter collectively referred to as the “Borrowers”)and The PrivateBank and Trust Company (“Lender”). Terms used but not otherwise defined herein are used herein as defined in the Loan Agreement. The Borrowers hereby gives irrevocable notice to Lender, pursuant to Section 5.1 of the Loan Agreement, of their request to: · disburse as a LIBOR Loan, $____________ of the Term Loan being requested pursuant to the Banknotice of borrowing of even date herewith with an Interest Period of _____________ months and $____________ of the Revolving Loan being requested pursuant to the notice of borrowing of even date herewith with an Interest Period of _____________ months; · on [ date ] convert $[________]of the aggregate outstanding principal amount of the [_______] Loan, by 2:00 p.m. (Eastern Standard Timebearing interest at the [________] Rate, into a(n) [________] Loan [and, in the case of a LIBOR Loan, having an Interest Period of [_____] month(s)]; · on [ date ] continue $[________]of the aggregate outstanding principal amount of the [_______] Loan, bearing interest at the LIBOR Rate, as a New York Business DayLIBOR Loan having an Interest Period of [_____] month(s)]. The undersigned hereby represents and warrants that all of the conditions contained in Section 3 of the Loan Agreement have been satisfied on and as of the date hereof, a written notice for an election under Section 4(a)(i) (“and will continue to be satisfied on and as of the date of the conversion/continuation requested hereby, before and after giving effect thereto. The Borrowers have caused this Notice of Conversion”) or a written notice for an election under Section 4(a)(iii) (“Notice of Continuation”) (either, a “Notice”), specifying: (a) the aggregate amount of each LIBOR Rate Loan /Continuation to be continued; (b) the applicable LIBOR Rate selection executed and corresponding Interest Period duration for each LIBOR Rate Loan to be continued (see LIBOR Rate definition above); and (c) whether the Automatic Continuation Option will be in effect for each such LIBOR Rate Loan. The Automatic Continuation Option shall be in effect for each LIBOR Rate Loan, unless otherwise specified by Borrower in writing. ii. For any election in accordance with Section 4(b)(i) above, the Conversion Date shall be two (2) Joint Business Days following the date the Bank receives the Notice of Conversion, and the Continuation Date shall be the later of (A) the last day of the applicable Interest Period, or (B) two (2) Joint Business Days following the date the Bank receives the Notice of Continuation, except as otherwise determined by the Bank in its sole discretion. If a Notice is received after 2:00 p.m. (Eastern Standard Time) on any New York Business Day, such Notice will be deemed to have been received on the next New York Business Day. Accordingly, as an example, if Xxxxxxxx has a LIBOR Rate Loan with a one month Interest Period ending on June 15 and wants to continue the LIBOR Rate Loan with a two month Interest Period, Borrower must deliver to the Bank an appropriate Notice of Continuation by no later than 2:00 p.m. (Eastern Standard Time) on June 13 (assuming that June 13 is a New York Business Day and June 14 and 15 are Joint Business Days). iii. For LIBOR Rate Loans with the Automatic Continuation Option in effect, the Bank shall, at the end of each Interest Period, automatically continue such LIBOR Rate Loan with the same Interest Period. iv. For an election under Section 4(a)(ii), an Authorized Person may deliver to the Bank a Notice of Conversion at any time during an Interest Period up to the last day of such Interest Period or may have the LIBOR Rate Loan automatically convert to a Base Rate Loan pursuant to Section 4(c). Any such Notice of Conversion delivered during an Interest Period shall be deemed effective on the last day of the Interest Period. v. The Bank may take action on any Notice in reliance upon any oral, telephonic, written or teletransmitted Notice that the Bank in good faith believes to be valid and to have been made by Borrower or on behalf of Borrower by an Authorized Person. No Notice may be delivered by e-mail. The Bank may act its officer thereunto duly authorized on the Notice from any Authorized Person until the Bank shall have received from Borrower___________, and had a reasonable time to act on, written notice revoking the authority of such Authorized Person. The Bank shall incur no liability to Borrower or to any other person as a direct or indirect result of acting on any Notice under this Note. The Bank, in its sole discretion, may reject any Notice that is incomplete20__.

Notice of Conversion/Continuation. i. For To make an election under Section 4(a)(i) or 4(a)(iii) abovepursuant to this Section, an Authorized Person must deliver to the BankBorrower shall deliver, by 2:00 p.m. (Eastern Standard Time) on a New York Business Dayhand delivery or telecopier, a written notice for an election under Section 4(a)(i) (“duly completed and executed Notice of Conversion”) or /Continuation in the form of Exhibit 1.7 to the Agent not later than the time that a written notice for an election Notice of Borrowing would be required under Section 4(a)(iii) (“1.3 if Borrower were requesting a Revolving Borrowing or Term Borrowing of the Type resulting from such election to be made on the effective date of such election. Each Notice of Continuation”) (either, a “Notice”), specifyingConversion/Continuation shall be irrevocable. Each Notice of Conversion/Continuation shall specify the following information in compliance with Section 1.2: (ai) the aggregate amount Borrowing to which such Notice of Conversion/Continuation applies and, if different options are being elected with respect to different portions thereof, or if outstanding Borrowings are being combined, allocation to each LIBOR Rate Loan resulting Borrowing (in which case the information to be continuedspecified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); (bii) the applicable LIBOR Rate selection and corresponding Interest Period duration for each LIBOR Rate Loan effective date of the election made pursuant to such Notice of Conversion/Continuation, which shall be a Business Day; (iii) whether the resulting Borrowing is to be continued (see an Base Rate Borrowing or a LIBOR Rate definition above)Borrowing; and (civ) whether if the Automatic Continuation Option will resulting Borrowing is a LIBOR Borrowing, the Interest Period to be in applicable thereto after giving effect for each to such LIBOR Rate Loan. The Automatic Continuation Option election, which shall be in effect for each LIBOR Rate Loan, unless otherwise specified a period contemplated by Borrower in writingthe definition of the term “Interest Period. ii. For ” If any election in accordance with Section 4(b)(i) above, the Conversion Date shall be two (2) Joint Business Days following the date the Bank receives the such Notice of Conversion, and the /Continuation Date shall be the later of (A) the last day of the applicable requests a LIBOR Borrowing but does not specify an Interest Period, or (B) two (2) Joint Business Days following the date the Bank receives the Notice of Continuation, except as otherwise determined by the Bank in its sole discretion. If a Notice is received after 2:00 p.m. (Eastern Standard Time) on any New York Business Day, such Notice will then Borrower shall be deemed to have been received on the next New York Business Day. Accordingly, as an example, if Xxxxxxxx has a LIBOR Rate Loan with a one month Interest Period ending on June 15 and wants to continue the LIBOR Rate Loan with a two month Interest Period, Borrower must deliver to the Bank an appropriate Notice of Continuation by no later than 2:00 p.m. (Eastern Standard Time) on June 13 (assuming that June 13 is a New York Business Day and June 14 and 15 are Joint Business Days). iii. For LIBOR Rate Loans with the Automatic Continuation Option in effect, the Bank shall, at the end of each Interest Period, automatically continue such LIBOR Rate Loan with the same Interest Period. iv. For an election under Section 4(a)(ii), an Authorized Person may deliver to the Bank a Notice of Conversion at any time during selected an Interest Period up to of one month’s duration. Promptly following receipt of an Notice of Conversion/Continuation, the last day Agent shall advise each Lender of the details thereof and of such Interest Period or may have the LIBOR Rate Loan automatically convert to a Base Rate Loan pursuant to Section 4(c). Any such Notice Lender’s portion of Conversion delivered during an Interest Period shall be deemed effective on the last day of the Interest Periodeach resulting Borrowing. v. The Bank may take action on any Notice in reliance upon any oral, telephonic, written or teletransmitted Notice that the Bank in good faith believes to be valid and to have been made by Borrower or on behalf of Borrower by an Authorized Person. No Notice may be delivered by e-mail. The Bank may act on the Notice from any Authorized Person until the Bank shall have received from Borrower, and had a reasonable time to act on, written notice revoking the authority of such Authorized Person. The Bank shall incur no liability to Borrower or to any other person as a direct or indirect result of acting on any Notice under this Note. The Bank, in its sole discretion, may reject any Notice that is incomplete.