Common use of Conversion and Continuation of Advances Clause in Contracts

Conversion and Continuation of Advances. (a) The Borrower may on any Business Day, upon notice given to the Administrative Agent not later than 12:00 noon (New York City time) on the third Business Day prior to the date of the proposed Conversion and subject to the provisions of Sections 2.07 and 2.11, Convert all or any portion of the outstanding Advances of one Type comprising part of the same Borrowing into Advances of the other Type provided, that in the case of any such Conversion of a LIBO Rate Advance into a Base Rate Advance on a day other than the last day of an Interest Period therefor, the Borrower of such LIBO Rate Advance shall reimburse the Banks in respect thereof pursuant to Section 8.04(c). Each such notice of a Conversion shall, within the restrictions specified above, specify (i) the date of such Conversion, (ii) the Advances or portions thereof to be Converted, and (iii) if such Conversion is into LIBO Rate Advances, the duration of the Interest Period for each such Advance. Each notice of Conversion shall be irrevocable and binding on the Borrower. Each portion of the Advances Converted as herein provided shall be in an aggregate amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof. (b) The Borrower may on any Business Day, upon notice given to the Administrative Agent not later than 12:00 noon (New York City time) on the third Business Day prior to the date of the proposed Continuation and subject to the provisions of Sections 2.07 and 2.11, Continue all or any portion of the outstanding LIBO Rate Advances comprising part of the Credit Agreement same Borrowing into LIBO Rate Advances; provided, that any such Continuation of a LIBO Rate Advance shall be made only on the last day of an Interest Period therefor. Each such notice of a Continuation shall, within the restrictions specified above, specify (i) the date of such Continuation, (ii) the Advances or portions thereof to be Continued, and (iii) the duration of the Interest Period for each such Advance. Each notice of Continuation shall be irrevocable and binding on the Borrower. Each portion of the Advances Continued as herein provided shall be in an aggregate amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof. (c) On the date on which the aggregate unpaid principal amount of LIBO Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $2,500,000, such Advances shall automatically Convert into Base Rate Advances. (d) Upon the occurrence and during the continuance of any Event of Default or any Default under Section 6.01(b) and upon notice from the Administrative Agent to the Borrower at the request of the Majority Banks, (i) each LIBO Rate Advance will automatically, on the last day of the Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Banks to make, or to Convert Advances into, or to Continue Advances as, LIBO Rate Advances shall be suspended. (e) In the event that the Borrower fails to give a notice of Continuation of a LIBO Rate Advance as provided in subsection (b) above, such LIBO Rate Advance shall automatically be Converted into a Base Rate Advance on the last day of the Interest Period therefor.

Conversion and Continuation of Advances. (a) The Borrower Company may on any Business Day, upon notice given to the Administrative Agent not later than 12:00 noon (New York City time) on the third Business Day (or if the proposed Conversion relates to Advances denominated in an Alternate Currency, 12:00 noon (London time) on the third Business Day) prior to the date of the proposed Conversion and subject to the provisions of Sections 2.07 2.08 and 2.112.12, Convert all or any portion of the outstanding Advances of one Type comprising part of the th same Borrowing into Advances of the other Type in the same Currency; provided, that in the case of any such Conversion of a LIBO Rate Advance into a Base Rate Advance on a day other than the last day of an Interest Period therefor, the Borrower of such LIBO Rate Advance shall reimburse the Banks in respect thereof pursuant to Section 8.04(c). Each such notice of a Conversion shall, within the restrictions specified above, specify (i) the date of such Conversion, (ii) the Advances or portions thereof to be Credit Agreement ---------------- Converted, and (iii) if such Conversion is into LIBO Rate Advances, the duration of the Interest Period for each such Advance. Each notice of Conversion shall be irrevocable and binding on the each Borrower. Each portion of the Advances Converted as herein provided shall be in an aggregate amount of (x) in the case of a Conversion of Advances denominated in Dollars, $10,000,000 or an integral multiple of $1,000,000 in excess thereofthereof and (y) in the case of a Conversion of Advances denominated in any Approved Foreign Currency, the Foreign Currency Equivalent of $5,000,000 or an integral multiple of $1,000,000 in excess thereof (rounded downwards to the nearest 1,000 units of such Approved Foreign Currency). (b) The Borrower Company may on any Business Day, upon notice given to the Administrative Agent not later than 12:00 noon (New York City time) on the third Business Day (or if the proposed Continuation relates to Advances denominated in an Alternate Currency, 12:00 noon (London time) on the third Business Day) prior to the date of the proposed Continuation and subject to the provisions of Sections 2.07 2.08 and 2.112.12, Continue all or any portion of the outstanding LIBO Rate Advances comprising part of the Credit Agreement same Borrowing into LIBO Rate AdvancesAdvances in the same Currency; provided, that any such Continuation of a LIBO Rate Advance shall be made only on the last day of an Interest Period therefor. Each such notice of a Continuation shall, within the restrictions specified above, specify (i) the date of such Continuation, (ii) the Advances or portions thereof to be Continued, and (iii) if such Continuation is of a LIBO Rate Advances, the duration of the Interest Period for each such Advance. Each notice of Continuation shall be irrevocable and binding on the each Borrower. Each portion of the Advances Continued as herein provided shall be in an aggregate amount of (x) in the case of a Continuation of Advances denominated in Dollars, $10,000,000 or an integral multiple of $1,000,000 in excess thereofthereof and (y) in the case of a Continuation of Advances denominated in any Approved Foreign Currency, the Foreign Currency Equivalent of $5,000,000 or an integral multiple of $1,000,000 in excess thereof (rounded downwards to the nearest 1,000 units of such Approved Foreign Currency). (c) On the date on which the aggregate unpaid principal amount of LIBO Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $2,500,000, such Advances shall automatically Convert into Base Rate Advances. (d) Upon the occurrence and during the continuance of any Event of Default or any Default under Section 6.01(b) and upon notice from the Administrative Agent to the Borrower Company at the request of the Majority Banks, (i) each LIBO Rate Advance will automatically, on the last day of the Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Banks to make, or to Convert Advances into, or to Continue Advances as, LIBO Rate Advances shall be suspended. (e) In the event that the Borrower Company fails to give a notice of Continuation of a LIBO Rate Advance as provided in subsection (b) above, such LIBO Rate Advance shall automatically be Converted into a Base Rate Advance on the last day of the Interest Period therefor.. Credit Agreement ----------------

Conversion and Continuation of Advances. (a) The Borrower Company may on any Business Day, upon notice given to the Administrative Agent not later than 12:00 noon (New York City time) on the third Business Day prior to the date of the proposed Conversion and subject to the provisions of Sections 2.07 2.08 and 2.112.12, Convert all or any portion of the outstanding Advances of one Type comprising part of the same Borrowing into Advances of the other Type in the same Currency; provided, that in the case of any such Conversion of a LIBO Rate Advance into a Base Rate Advance on a day other than the last day of an Interest Period therefor, the Borrower of such LIBO Rate Advance shall reimburse the Banks in respect thereof pursuant to Section 8.04(c). Each such notice of a Conversion shall, within the restrictions specified above, specify (i) the date of such Conversion, (ii) the Advances or portions thereof to be Converted, and (iii) if such Conversion is into LIBO Rate Advances, the duration of the Interest Period for each such Advance. Each notice of Conversion shall be irrevocable and binding on the each Borrower. Each portion of the Advances Converted as herein provided shall be in an aggregate amount of (x) in the case of a Conversion of Advances denominated in Dollars, $10,000,000 or an integral multiple of $1,000,000 in excess thereofthereof and (y) in the case of a Conversion of Advances denominated in any Approved Foreign Currency, the Foreign Currency Equivalent of $5,000,000 or an integral multiple of $1,000,000 in excess thereof (rounded downwards to the nearest 1,000 units of such Approved Foreign Currency). (b) The Borrower Company may on any Business Day, upon notice given to the Administrative Agent not later than 12:00 noon (New York City time) on the third Business Day prior to the date of the proposed Continuation and subject to the provisions of Sections 2.07 2.08 and 2.112.12, Continue all or any portion of the outstanding LIBO Rate Advances comprising part of the Credit Agreement same Borrowing into LIBO Rate AdvancesAdvances in the same Currency; provided, that any such Continuation of a LIBO Rate Advance shall be made only on the last day of an Interest Period therefor. Each such notice of a Continuation shall, within the restrictions specified above, specify (i) the date of such Continuation, (ii) the Advances or portions thereof to be Continued, and (iii) if such Continuation is of a LIBO Rate Advances, the duration of the Interest Period for each such Advance. Each notice of Continuation shall be irrevocable and binding on the each Borrower. Each portion of the Advances Continued as herein provided shall be in an aggregate amount of (x) in the case of a Continuation of Advances denominated in Dollars, $10,000,000 or an integral multiple of $1,000,000 in excess thereofthereof and (y) in the case of a Continuation of Advances denominated in any Approved Foreign Currency, the Foreign Currency Equivalent of $5,000,000 or an integral multiple of $1,000,000 in excess thereof (rounded downwards to the nearest 1,000 units of such Approved Foreign Currency). (c) On the date on which the aggregate unpaid principal amount of LIBO Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $2,500,000, such Advances shall automatically Convert into Base Rate Advances. (d) Upon the occurrence and during the continuance of any Event of Default or any Default under Section 6.01(b) and upon notice from the Administrative Agent to the Borrower Company at the request of the Majority Banks, (i) each LIBO Rate Advance will automatically, on the last day of the Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Banks to make, or to Convert Advances into, or to Continue Advances as, LIBO Rate Advances shall be suspended. (e) In the event that the Borrower Company fails to give a notice of Continuation of a LIBO Rate Advance as provided in subsection (b) above, such LIBO Rate Advance shall automatically be Converted into a Base Rate Advance on the last day of the Interest Period therefor.