Common use of Rate Conversions and Continuations Clause in Contracts

Rate Conversions and Continuations. For any Revolving Loan or Term Loan, the Borrower may elect to convert any portion of (i) an ABR Loan to a Libor Loan, or (ii) a Libor Loan to an ABR Loan, or to continue any Libor Loan or ABR Loan as a new loan of the same Type; provided, however, Libor Loans may only be converted to ABR Loans or continued on the expiration date of the applicable Interest Period. Subject to the foregoing, with respect to a Revolving Loan or Term Loan, the Borrower may elect to convert any ABR Loan to a Libor Loan, or, to continue a Libor Loan as a new Libor Loan, by Borrower giving irrevocable notice of such election to the Agent by 1:00 p.m. at least two (2) Business Days prior to the requested rate change date and, in the case of any Libor Loan, such conversion or continuation shall take place on the last day of the applicable Interest Period with respect to the Revolving Loan or Term Loan being so converted or continued. Such notice may be given by a duly completed and executed Request Certificate. Each such request to convert or continue shall include the requested rate change date (which shall be a Business Day), the Rate Option selected, and the amount to be converted or continued (which shall be in a principal amount of $100,000 or more and in whole multiples of $100,000 in the case of conversion to, or continuation as, a Libor Loan). If no Event of Default or Default is then existing at such time, and the Borrower is in compliance with the terms of this Agreement as evidenced by the Agent’s receipt of a properly completed and executed Request Certificate, such conversion or continuation shall be made on the requested rate change date, subject to the foregoing limitations in connection with the conversion or continuation of Libor Loans. The Agent shall not incur any liability to Borrower in acting upon any telephonic notice which the Agent believes to have been given by a duly authorized officer or other designated representative of Borrower, and which is confirmed by delivery to the Agent from the Borrower or the Borrower of a written or facsimile notice signed by Borrower or the Borrower, or for otherwise acting in good faith hereunder.

Rate Conversions and Continuations. For any Revolving Loan or Term Loan, the Borrower may elect to convert any portion of (i) an ABR Loan to a Libor Loan, or (ii) a Libor Loan to an ABR Loan, or to continue any Libor Loan or ABR Loan as a new loan of the same Type; provided, however, Libor Loans may only be converted to ABR Loans or continued on the expiration date of the applicable Interest Period. Subject to the foregoing, with respect to a Revolving Loan or Term Loan, the Borrower may elect to convert any ABR Loan to a Libor Loan, or, to continue a Libor Loan as a new Libor Loan, by Borrower giving irrevocable notice of such election to the Agent by 1:00 p.m. at least two (2) Business Days prior to the requested rate change date and, in the case of any Libor Loan, such conversion or continuation shall take place on the last day of the applicable Interest Period with respect to the Revolving Loan or Term Loan being so converted or continued. Such notice may be given by a duly completed and executed Request Certificate. Each such request to convert or continue shall include the requested rate change date (which shall be a Business Day), the Rate Option selected, and the amount to be converted or continued (which shall be in a principal amount of $100,000 or more and in whole multiples of $100,000 in the case of conversion to, or continuation as, a Libor Loan). If no Event of Default or Default is then existing at such time, and the Borrower is in compliance with the terms of this Agreement as evidenced by the Agent’s receipt of a properly completed and executed Request Certificate, such conversion or continuation shall be made on the requested rate change date, subject to the foregoing limitations in connection with the conversion or continuation of Libor Loans. The Agent shall not incur any liability to Borrower in acting upon any telephonic notice which the Agent believes to have been given by a duly authorized officer or other designated representative of Borrower, and which is confirmed by delivery to the Agent from the Borrower or the Borrower of a written or facsimile notice signed by Borrower or the Borrower, or for otherwise acting in good faith hereunder.

Rate Conversions and Continuations. For any Revolving Loan or Term Loan, the Borrower may elect to convert any portion of (i) an ABR Loan to a Libor Loan, or (ii) a Libor Loan to an ABR Loan, or to continue any Libor Loan or ABR Loan as a new loan of the same Type; provided, however, Libor Loans may only be converted to ABR Loans or continued on the expiration date of the applicable Interest Period. Subject to the foregoing, with respect to a Revolving Loan or Term Loan, the Borrower may elect to convert any ABR Loan to a Libor Loan, or, to continue a Libor Loan as a new Libor Loan, by Borrower giving irrevocable notice of such election to the Administrative Agent by 1:00 p.m. at least two (2) Business Days prior to the requested rate change date and, in the case of any Libor Loan, such conversion or continuation shall take place on the last day of the applicable Interest Period with respect to the Revolving Loan or Term Loan being so converted or continued. Such notice may be given by a duly completed and executed Request Certificate. Each such request to convert or continue shall include the requested rate change date (which shall be a Business Day), the Rate Option selected, and the amount to be converted or continued (which shall be in a principal amount of $100,000 2,000,000 or more and in whole multiples of $100,000 1,000,000 in the case of conversion to, or continuation as, a Libor Loan). If no Event of Default or Default is then existing at such time, and the Borrower is in compliance with the terms of this Agreement as evidenced by the Administrative Agent’s receipt of a properly completed and executed Request Certificate, such conversion or continuation shall be made on the requested rate change date, subject to the foregoing limitations in connection with the conversion or continuation of Libor Loans. The Administrative Agent shall not incur any liability to Borrower in acting upon any telephonic notice which the Administrative Agent believes to have been given by a duly authorized officer or other designated representative of such Borrower, and which is confirmed by delivery to the Administrative Agent from the Borrower or the Borrower of a written or facsimile notice signed by Borrower or the Borrower, or for otherwise acting in good faith hereunder. Notwithstanding the foregoing, Alternative Currency Loans shall at all times be Libor Loans, must comply with all provisions of this Agreement applicable to Libor Loans and may not be converted by the Borrower into ABR Loans.

Rate Conversions and Continuations. For any Revolving Loan or Term Loan, the Borrower Representative, on behalf of the Borrowers, may elect to convert any portion of (i) an ABR Loan to a Libor SOFR Loan, or (ii) a Libor SOFR Loan to an ABR Loan, or to continue any Libor SOFR Loan or ABR Loan as a new loan of the same Type; provided, however, Libor provided however SOFR Loans may only be converted to ABR Loans or continued on the expiration date of the applicable Interest Period. Subject to the foregoing, with respect to a Revolving Loan or Term Loan, the Borrower Representative, on behalf of the Borrowers, may elect to convert any ABR Loan to a Libor SOFR Loan, or, to continue a Libor SOFR Loan as a new Libor SOFR Loan, by Borrower Representative giving irrevocable notice of such election to the Agent by 1:00 p.m. at least two (2) Business Days prior to the requested rate change date and, in the case of any Libor SOFR Loan, such conversion or continuation shall take place on the last day of the applicable Interest Period with respect to the Revolving Loan or Term Loan being so converted or continued. Such notice may be given by a duly completed and executed Request Certificate. Each such request to convert or continue shall include the requested rate change date (which shall be a Business Day), the Rate Option selected, and the amount to be converted or continued (which shall be in a principal amount of $100,000 or more and in whole multiples of $100,000 in the case of conversion to, or continuation as, a Libor SOFR Loan). If no Event of Default or Default is then existing at such time, and the Borrower is Borrowers are in compliance with the terms of this Agreement as evidenced by the Agent’s receipt of a properly completed and executed Request Certificate, such conversion or continuation shall be made on the requested rate change date, subject to the foregoing limitations in connection with the conversion or continuation of Libor SOFR Loans. The Agent shall not incur any liability to Borrower the Borrowers in acting upon any telephonic notice which the Agent believes to have been given by a duly authorized officer or other designated representative of Borrowerthe Borrowers, and which is confirmed by delivery to the Agent from the Borrower Borrowers or the Borrower Borrowers of a written or facsimile notice signed by Borrower Borrowers or the BorrowerBorrowers, or for otherwise acting in good faith hereunder.

Rate Conversions and Continuations. For any Revolving Loan or Term Loan, the Borrower Company may elect to convert any portion of (i) an ABR Loan to a Libor Loan, or (ii) a Libor Loan to an ABR Loan, or to continue any Libor Loan or ABR Loan as a new loan of the same Type; provided, however, Libor Loans may only be converted to ABR Loans or continued on the expiration date of the applicable Interest Period. Subject to the foregoing, with respect to a Revolving Loan or Term Loan, the Borrower Company may elect to convert any ABR Loan to a Libor Loan, or, to continue a Libor Loan as a new Libor Loan, by Borrower the Company giving irrevocable notice of such election to the Administrative Agent by 1:00 p.m. at least two (2) Business Days prior to the requested rate change date and, in the case of any Libor Loan, such conversion or continuation shall take place on the last day of the applicable Interest Period with respect to the Revolving Loan or Term Loan being so converted or continued. Such notice may be given by a duly completed and executed Request Certificate. Each such request to convert or continue shall include the requested rate change date (which shall be a Business Day), the Rate Option selected, and the amount to be converted or continued (which shall be in a principal amount of $100,000 2,000,000 or more and in whole multiples of $100,000 1,000,000 in the case of conversion to, or continuation as, a Libor Loan). If no Event of Default or Default is then existing at such time, and the Borrower is Borrowers are in compliance with the terms of this Agreement as evidenced by the Administrative Agent’s receipt of a properly completed and executed Request Certificate, such conversion or continuation shall be made on the requested rate change date, subject to the foregoing limitations in connection with the conversion or continuation of Libor Loans. If a Borrower fails to convert a Loan to a Libor Loan on the date upon which such Libor Loan was requested to be converted, or if a Borrower shall convert a Libor Loan to a new Libor Loan or to a ABR loan other than on the last day of the relevant Interest Period, the Borrower shall pay any applicable Breakage Fee with respect to such Loan. The Administrative Agent shall not incur any liability to any Borrower in acting upon any telephonic notice which the Administrative Agent believes to have been given by a duly authorized officer or other designated representative of such Borrower, and which is confirmed by delivery to the Administrative Agent from the Borrower or the Borrower Company of a written or facsimile notice signed by Borrower or the BorrowerCompany, or for otherwise acting in good faith hereunder. Notwithstanding the foregoing, Alternative Currency Loans (i) shall at all times be Libor Loans, (ii) must comply with all provisions of this Agreement applicable to Libor Loans (iii) must comply with the provisions of Section 2.1(d)(i)(D) of this Agreement with respect to the amount of any Alternative Currency Loan, and (iv) may not be converted by the Borrower into ABR Loans.

Rate Conversions and Continuations. For any Revolving Loan or Term Loan, the Borrower The Company may elect to convert any portion of (i) an ABR Advances constituting a Prime Rate Loan to a Libor LIBOR Rate Loan, or (ii) Advances constituting a Libor LIBOR Rate Loan to an ABR a Prime Rate Loan, or to continue any Libor Advances constituting a LIBOR Rate Loan or ABR Advances constituting a Prime Rate Loan as a new loan Loan of the same Type; provided, however, Libor Loans may only be converted to ABR Loans or continued on the expiration date of the applicable Interest Period. Subject to the foregoing, with respect to a Revolving Loan or Term Loan, the Borrower may elect to convert any ABR Loan to a Libor Loan, or, to continue a Libor Loan as a new Libor Loantype, by Borrower giving irrevocable notice of such election to the Agent by 1:00 p.m. 10:00 a.m. (New York time) at least two three (23) Business Days prior to the requested rate change date Rate Change Date and, in the case of any Libor LIBOR Rate Loan, such conversion or continuation shall take place on the last day of the applicable Interest LIBOR Rate Period with respect to the Revolving Loan or Term Loan being so converted or continued. Such notice may be given by a duly completed and executed Request Certificate. Each such request to convert or continue shall include the Rate Option, the requested rate change date Rate Change Date (which shall be a Business Day), the Rate Option selected, and the amount to be converted or continued (which shall be in a principal amount of $100,000 500,000 or more and in whole multiples of $100,000 in the case of conversion to, to or continuation as, a Libor LIBOR Rate Loan, and in a principal amount of $100,000 or a whole multiple thereof in the case of a Prime Rate Loan). If no Default or Event of Default or Default has occurred and is then existing continuing at such time, and the Borrower is in compliance with the terms of this Agreement time as evidenced by the Agent’s 's receipt of a properly completed and executed Request CertificateCompliance Certificate from the Company, such conversion or continuation shall be made on the requested rate change dateRate Change Date, subject to the foregoing limitations in connection with the conversion or continuation of Libor Loanslimitations. The Company may elect to continue any portion of the Foreign Currency Advances as a new LIBOR Rate Loan by giving irrevocable notice of such election to the Agent by 10:00 a.m. (New York time) at least four (4) Business Days prior to the requested Rate Change Date and such continuation shall take place on the last day of the applicable LIBOR Rate Period with respect to the Loan being so continued. Each such request to continue shall include the requested Rate Change Date (which shall be a Business Day) and the amount to be continued (which shall be in a principal amount of $500,000 or more and in whole multiples of $100,000). If no Default or Event of Default has occurred and is continuing at such time as evidenced by the Agent's receipt of a properly completed and executed Compliance Certificate from the Company, such continuation shall be made on the last day of the applicable LIBOR Rate Period with respect to the Loan so continued. Neither the Lenders nor the Agent shall not incur any liability to Borrower the Company in acting upon any notice referred to above or upon telephonic notice which the Agent believes in good faith to have been given by a duly authorized officer or other designated representative person authorized to act on behalf of Borrower, and which is confirmed by delivery to the Agent from the Borrower or the Borrower of a written or facsimile notice signed by Borrower or the Borrower, Company or for otherwise acting in good faith hereunderunder this Section 2.2(c).

Rate Conversions and Continuations. For any Revolving Loan or Term Loan, the Borrower may elect to convert any portion of (i) an ABR Loan to a Libor Loan, or (ii) a Libor Loan to an ABR Loan, or to continue any Libor Loan or ABR Loan as a new loan of the same Type; Type provided, however, Libor Loans may only be converted to ABR Loans or continued on the expiration date of the applicable Interest Period. Subject to the foregoing, with respect to a Revolving Loan or Term Loan, the Borrower may elect to convert any ABR Loan to a Libor Loan, or, to continue a Libor Loan as a new Libor Loan, by Borrower giving irrevocable notice of such election to the Administrative Agent by 1:00 p.m. (New York, New York time) at least two (2) Business Days prior to the requested rate change date and, in the case of any Libor Loan, such conversion or continuation shall take place on the last day of the applicable Interest Period with respect to the Revolving Loan or Term Loan being so converted or continued. Such notice may be given by a duly completed and executed Request Certificate. Each such request to convert or continue shall include the requested rate change date (which shall be a Business Day), the Rate Option selected, and the amount to be converted or continued (which shall be in a principal amount of $100,000 1,000,000 or more and in whole multiples of $100,000 1,000,000 in the case of conversion to, or continuation as, a Libor Loan). If no Event of Default or Default is then existing has occurred at such time, the Borrower does not have more than ten (10) Libor Loans then outstanding, and the Borrower is in compliance with the terms of this Agreement as evidenced by the Administrative Agent’s 's receipt of a properly completed and executed Request Certificate, such conversion or continuation shall be made on the requested rate change date, subject to the foregoing limitations in connection with the conversion or continuation of Libor Loans. The Administrative Agent shall not incur any liability to Borrower in acting upon any telephonic notice which the Administrative Agent believes to have been given by a duly authorized officer or other designated representative of Borrower, and which is confirmed by delivery to the Administrative Agent from the Borrower or the Borrower of a written or facsimile notice signed by Borrower or the Borrower, or for otherwise acting in good faith hereunder.