Common use of Conversion/Continuation Option Clause in Contracts

Conversion/Continuation Option. (a) The U.S. Borrower may elect at any time on any Business Day to convert Base Rate Loans (other than Swing Loans) or any portion thereof to Eurocurrency Rate Loans and at the end of any applicable Interest Period, to convert Eurocurrency Rate Loans or any portion thereof into Base Rate Loans or to continue such Eurocurrency Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the Eurocurrency Rate Loans for each Interest Period must be not less than the Minimum Currency Threshold. The U.K. Borrower and the Dutch Borrower may elect the length of the new Interest Period or Interest Periods with respect to such Borrower's Eurocurrency Rate Loans at the end of the then current Interest Period with respect to such Loans; provided, however, that the aggregate amount of the Eurocurrency Rate Loans for each Interest Period must be not less than the Minimum Currency Threshold. Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender's Ratable Portion. Each such election shall be in substantially the form of Exhibit F (Form of Notice of Conversion or Continuation) (a "Notice of Conversion or Continuation") and shall be made by giving the Administrative Agent at least three Business Days' prior written notice specifying (A) the amount and type of Loan being converted or continued, (B) in the case of a conversion to or a continuation of Eurocurrency Rate Loans, the applicable Interest Period and (C) in the case of a conversion, the date of such conversion. (b) The Administrative Agent shall promptly notify each applicable 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 Dollar Revolving Loans or U.S. Term Loans that are Eurocurrency Rate Loans upon the expiration of any applicable Interest Period shall be permitted at any time at which (A) an Event of Default shall have occurred and be continuing or (B) the continuation of, or conversion into, a Eurocurrency Rate Loan would violate any provision of Section 2.14 (Special Provisions Governing Eurocurrency Rate Loans). If, within the time period required under the terms of this Section 2.11, 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 (and, in the case of Loans to the U.K. Borrower or the Dutch Borrower, if an Event of Default shall have occurred and is continuing at the end of any Interest Period), then, upon the expiration of the applicable Interest Period, Loans denominated in Dollars shall be automatically converted to Base Rate Loans and Loans denominated in Euros or Sterling shall be automatically continued as Eurocurrency Rate Loans with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. The Borrower may elect (a) The U.S. Borrower may elect at any time on any Business Day to convert Loans from Base Rate Loans (other than Swing Loans) or any portion thereof to Eurocurrency Federal Funds Rate Loans and or Eurodollar Rate Loans or (b) at the end of any applicable Interest PeriodPeriod with respect to Eurodollar Rate Loans, to convert Eurocurrency Eurodollar Rate Loans to Federal Funds Rate Loans or any portion thereof into Base Rate Loans Loans, or to continue such Eurocurrency Eurodollar Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the Eurocurrency Rate Loans for each Interest Period must be not less than the Minimum Currency Threshold. The U.K. Borrower and the Dutch Borrower may elect the length of the new Interest Period or Interest Periods with respect to such Borrower's Eurocurrency Rate Loans (c) at the end of the then current any Interest Period with respect to Federal Funds Rate Loans to convert Federal Funds Rate Loans to Base Rate Loans or Eurodollar Rate Loans, or to continue such Loans; provided, however, that the aggregate amount of the Eurocurrency Federal Funds Rate Loans for each an additional Interest Period must be not less than the Minimum Currency Threshold. Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender's Ratable PortionPeriod. Each such election shall be in substantially the form of Exhibit F (Form of Notice of Conversion or Continuation) hereto (a "Notice of Conversion or Continuation") and shall be made by giving the Administrative Agent at least (x) in the case of conversions to or continuations of Eurodollar Rate Loans, three Business Days' prior written notice specifying thereof and (A) the amount and type of Loan being converted or continued, (By) in the case of a conversion to conversions to, or a continuation of Eurocurrency continuations of, Federal Funds Rate Loans or Base Rate Loans, one Business Day's prior written notice thereof, specifying: (i) the applicable amount of conversion or continuation, (ii) the Interest Period therefor, and (Ciii) in the case of a conversion, the date of such conversion. (b) , which date shall be a Business Day. The Administrative Agent shall promptly notify each applicable Lender Bank of its receipt of a Notice of Conversion or Continuation and of the options selected thereincontents thereof. Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurocurrency either Federal Funds Rate Loans or Eurodollar Rate Loans, and no continuation in whole or in part of Dollar Revolving either Federal Funds Rate Loans or U.S. Term Loans that are Eurocurrency Eurodollar Rate Loans upon the expiration of any applicable Interest Period therefor, 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 conversion into, a Eurocurrency Rate Loan would violate any provision of Section 2.14 (Special Provisions Governing Eurocurrency Rate Loans)continuing. If, within the time period required under the terms of this Section 2.11, the Administrative Agent does not receive a Notice of Conversion or Continuation from the applicable Borrower containing a permitted an election to continue any Eurocurrency either Federal Funds Rate Loans or Eurodollar Rate Loans for an additional Interest Period or to convert any such Loans (and, in the case of Loans to the U.K. Borrower or the Dutch Borrower, if an Event of Default shall have occurred and is continuing at the end of any Interest Period)another Type, then, upon the expiration of the applicable Interest PeriodPeriod therefor, such Loans denominated in Dollars shall will be automatically converted to Base Rate Loans and Loans denominated in Euros or Sterling shall be automatically continued as Eurocurrency Rate Loans with an Interest Period of one monthLoans. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) Swing Advances shall be automatically converted to Base Rate Loans on the Business Day following the date of borrowing thereof. (b) The U.S. Borrower may elect (i) at any time on any Business Day to convert Base Rate Loans (other than Swing Loans) or any portion thereof to Eurocurrency Eurodollar Rate Loans, (ii) at any time to convert Swing Advances or any portion thereof to Base Rate Loans and or Eurodollar Rate Loans, or (iii) at the end of any applicable Interest PeriodPeriod with respect thereto, to convert Eurocurrency Eurodollar Rate Loans or any portion thereof into Base Rate Loans Loans, or to continue such Eurocurrency Eurodollar Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the Eurocurrency Rate Eurodollar Loans for each Interest Period therefor must be not less than in the Minimum Currency Threshold. The U.K. Borrower and the Dutch Borrower may elect the length of the new Interest Period or Interest Periods with respect to such Borrower's Eurocurrency Rate Loans at the end of the then current Interest Period with respect to such Loans; provided, however, that the aggregate amount of the Eurocurrency Rate Loans for each Interest Period must be not less than the Minimum Currency Threshold$5,000,000 or an integral multiple of $500,000 in excess thereof. Each conversion or continuation shall be allocated among the Loans of each Lender all Lenders in accordance with such Lender's their Ratable Portion. Each such election shall be in substantially the form of Exhibit F (Form of Notice of Conversion or Continuation) C hereto (a "Notice of Conversion or Continuation") and shall be made by giving the Administrative Agent at least three (3) Business Days' prior written notice thereof specifying (A) the amount and type of Loan being converted conversion or continuedcontinuation, (B) in the case of a conversion to or a continuation of Eurocurrency Eurodollar Rate Loans, the applicable Interest Period therefor, and (C) in the case of a conversion, the date of such conversion. conversion (b) which date shall be a Business Day and, if a conversion from Eurodollar Rate Loans, shall also be the last day of the Interest Period therefor). The Administrative Agent shall promptly notify each applicable Lender of its receipt of a Notice of Conversion or Continuation and of the options selected thereincontents thereof and such Lender's Ratable Portion of the Loans to be converted. Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans or Swing Advances to Eurocurrency Eurodollar Rate Loans, and no continuation in whole or in part of Dollar Revolving Loans or U.S. Term Loans that are Eurocurrency Eurodollar Rate Loans upon the expiration of any applicable Interest Period therefor, 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 conversion into, a Eurocurrency Rate Loan would violate any provision of Section 2.14 (Special Provisions Governing Eurocurrency Rate Loans)continuing. If, within the time period required under the terms of this Section 2.112.8, the Administrative Agent does not receive a Notice of Conversion or Continuation from the applicable Borrower containing a permitted election to continue any Eurocurrency Eurodollar Rate Loans for an additional Interest Period or to convert any such Loans (and, in the case of Loans to the U.K. Borrower or the Dutch Borrower, if an Event of Default shall have occurred and is continuing at the end of any Interest Period)Loans, then, upon the expiration of the applicable Interest Period, Loans denominated in Dollars shall be automatically converted to Base Rate Loans and Loans denominated in Euros or Sterling shall be automatically continued as Eurocurrency Rate Loans with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.therefor,

Conversion/Continuation Option. The Borrower may elect (a) The U.S. Borrower may elect at any time on any Business Day to convert Loans from Base Rate Loans (other than Swing Loans) or any portion thereof to Eurocurrency Federal Funds Rate Loans and or Eurodollar Rate Loans or (b) at the end of any applicable Interest PeriodPeriod with respect to Eurodollar Rate Loans, to convert Eurocurrency Eurodollar Rate Loans to Federal Funds Rate Loans or any portion thereof into Base Rate Loans Loans, or to continue such Eurocurrency Eurodollar Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the Eurocurrency Rate Loans for each Interest Period must be not less than the Minimum Currency Threshold. The U.K. Borrower and the Dutch Borrower may elect the length of the new Interest Period or Interest Periods with respect to such Borrower's Eurocurrency Rate Loans (c) at the end of the then current any Interest Period with respect to Federal Funds Rate Loans to convert Federal Funds Rate Loans to Base Rate Loans or Eurodollar Rate Loans, or to continue such Loans; provided, however, that the aggregate amount of the Eurocurrency Federal Funds Rate Loans for each an additional Interest Period must be not less than the Minimum Currency Threshold. Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender's Ratable PortionPeriod. Each such election shall be in substantially the form of Exhibit F (Form of Notice of Conversion or Continuation) EXHIBIT D hereto (a "Notice of Conversion or Continuation") and shall be made by giving the Administrative Agent at least (x) in the case of conversions to or continuations of Eurodollar Rate Loans, three Business Days' prior written notice specifying thereof and (A) the amount and type of Loan being converted or continued, (By) in the case of a conversion to conversions to, or a continuation of Eurocurrency continuations of, Federal Funds Rate Loans or Base Rate Loans, one Business Day's prior written notice thereof, specifying: (i) whether the applicable Loan is a Facility A Loan or a Facility B Loan, (ii) the amount of conversion or continuation, (iii) the Interest Period therefor, and (Civ) in the case of a conversion, the date of such conversion. (b) , which date shall be a Business Day. The Administrative Agent shall promptly notify each applicable Facility A Lender or Facility B Lender, as appropriate, of its receipt of a Notice of Conversion or Continuation and of the options selected thereincontents thereof. Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurocurrency either Federal Funds Rate Loans or Eurodollar Rate Loans, and no continuation in whole or in part of Dollar Revolving either Federal Funds Rate Loans or U.S. Term Loans that are Eurocurrency Eurodollar Rate Loans upon the expiration of any applicable Interest Period therefor, 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 conversion into, a Eurocurrency Rate Loan would violate any provision of Section 2.14 (Special Provisions Governing Eurocurrency Rate Loans)continuing. If, within the time period required under the terms of this Section 2.11, the Administrative Agent does not receive a Notice of Conversion or Continuation from the applicable Borrower containing a permitted an election to continue any Eurocurrency either Federal Funds Rate Loans or Eurodollar Rate Loans for an additional Interest Period or to convert any such Loans (and, in the case of Loans to the U.K. Borrower or the Dutch Borrower, if an Event of Default shall have occurred and is continuing at the end of any Interest Period)another Type, then, upon the expiration of the applicable Interest PeriodPeriod therefor, such Loans denominated in Dollars shall will be automatically converted to Base Rate Loans and Loans denominated in Euros or Sterling shall be automatically continued as Eurocurrency Rate Loans with an Interest Period of one monthLoans. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The U.S. Borrower may elect (i) at any time on any Business Day to convert its Base Rate Loans (other than Swing Loans) or any portion thereof to Eurocurrency Rate Loans and (ii) at the end of any applicable Interest Period, to convert its Eurocurrency Rate Loans denominated in Dollars or any portion thereof into Base Rate Loans or to continue such any Eurocurrency Rate Loans Loan or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the Eurocurrency Rate Loans for each Interest Period must be in the amount that is not less than the Minimum Currency Threshold. The U.K. Borrower and the Dutch Borrower may elect the length of the new Interest Period or Interest Periods with respect to such Borrower's Eurocurrency Rate Loans at the end of the then current Interest Period with respect to such Loans; provided, however, that the aggregate amount of the Eurocurrency Rate Loans for each Interest Period must be not less than the applicable Minimum Currency Threshold. Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender's ’s Ratable PortionPortion of the applicable Facility. Each such election shall be in substantially the form of Exhibit F (Form of Notice of Conversion or Continuation) (a "“Notice of Conversion or Continuation"”) and shall be made by giving the Administrative Agent at least three Business Days' ’ prior written notice specifying (A) the amount and type of Loan being converted or continued, (B) in the case of a conversion to or a continuation of Eurocurrency Rate Loans, the applicable Interest Period and (C) in the case of a conversion, the date of such conversion. (b) The Administrative Agent shall promptly notify each applicable Lender of its the Administrative Agent’s receipt of a Notice of Conversion or Continuation and of the options selected therein. Notwithstanding the foregoing, (i) Loans denominated in Euros may not be converted to Base Rate Loans, and (ii) no conversion in whole or in part of Base Rate Loans to Eurocurrency Rate Loans, and no continuation in whole or in part of Dollar Revolving Loans or U.S. Term Loans that are Eurocurrency Rate Loans denominated in Dollars upon the expiration of any applicable Interest Period, and no election of an Interest Period in excess of one month in respect of Eurocurrency Rate Loans denominated in Euros 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 conversion into, a Eurocurrency Rate Loan would violate any provision of Section 2.14 (Special Provisions Governing Eurocurrency Rate Loans). If, within the time period required under the terms of this Section 2.11, 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 (and, in the case of Loans to the U.K. Borrower or the Dutch Borrower, if an Event of Default shall have occurred and is continuing at the end of any Interest Period), then, upon the expiration of the applicable Interest Period, Loans denominated in Dollars shall be automatically converted to Base Rate Loans and Loans denominated in Euros or Sterling shall be automatically continued as Eurocurrency Rate Loans with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) Swing Advances shall be automatically converted to Base Rate Loans on the Business Day following the date of borrowing thereof. (b) The U.S. Borrower may elect (i) at any time on any Business Day to convert Base Rate Loans (other than Swing Loans) or any portion thereof to Eurocurrency Eurodollar Rate Loans, (ii) at any time to convert Swing Advances or any portion thereof to Base Rate Loans and or Eurodollar Rate Loans, or (iii) at the end of any applicable Interest PeriodPeriod with respect thereto, to convert Eurocurrency Eurodollar Rate Loans or any portion thereof into Base Rate Loans Loans, or to continue such Eurocurrency Eurodollar Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the Eurocurrency Eurodollar Rate Loans for each Interest Period therefor must be not less than in the Minimum Currency Threshold. The U.K. Borrower and the Dutch Borrower may elect the length of the new Interest Period or Interest Periods with respect to such Borrower's Eurocurrency Rate Loans at the end of the then current Interest Period with respect to such Loans; provided, however, that the aggregate amount of the Eurocurrency Rate Loans for each Interest Period must be not less than the Minimum Currency Threshold$5,000,000 or an integral multiple of $500,000 in excess thereof. Each conversion or continuation shall be allocated among the Revolving Credit Loans of each Lender all Lenders in accordance with such Lender's their Ratable Portion. Each such election shall be in substantially the form of Exhibit F (Form of Notice of Conversion or Continuation) C hereto (a "Notice of Conversion or Continuation") and shall be made by giving the Administrative Agent at least three (3) Business Days' prior written notice thereof specifying (A) the amount and type of Loan being converted conversion or continuedcontinuation, (B) in the case of a conversion to or a continuation of Eurocurrency Eurodollar Rate Loans, the applicable Interest Period therefor, and (C) in the case of a conversion, the date of such conversion. conversion (b) which date shall be a Business Day and, if a conversion from Eurodollar Rate Loans, shall also be the last day of the Interest Period therefor). The Administrative Agent shall promptly notify each applicable Lender of its receipt of a Notice of Conversion or Continuation and of the options selected thereincontents thereof and such Lender's Ratable Portion of the Revolving Credit Loans to be converted. Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans or Swing Advances to Eurocurrency Eurodollar Rate Loans, and no continuation in whole or in part of Dollar Revolving Loans or U.S. Term Loans that are Eurocurrency Eurodollar Rate Loans upon the expiration of any applicable Interest Period therefor, 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 conversion into, a Eurocurrency Rate Loan would violate any provision of Section 2.14 (Special Provisions Governing Eurocurrency Rate Loans)continuing. If, within the time period required under the terms of this Section 2.112.7, the Administrative Agent does not receive a Notice of Conversion or Continuation from the applicable Borrower containing a permitted election to continue any Eurocurrency Eurodollar Rate Loans for an additional Interest Period or to convert any such Loans (and, in the case of Loans to the U.K. Borrower or the Dutch Borrower, if an Event of Default shall have occurred and is continuing at the end of any Interest Period)Revolving Credit Loans, then, upon the expiration of the applicable Interest PeriodPeriod therefor, such Revolving Credit Loans denominated in Dollars shall will be automatically converted to Base Rate Loans and Loans denominated in Euros or Sterling shall be automatically continued as Eurocurrency Rate Loans with an Interest Period of one monthLoans. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The U.S. With respect to each Eurocurrency Loan of any Borrower other than a Dollar Loan, at the end of any Interest Period with respect thereto such Eurocurrency Loan shall be continued as a Eurocurrency Loan for an additional Interest Period selected by such Borrower pursuant to a written notice (an "IP Notice") delivered to the Agent at least three Business Days prior to the first day of such Interest Period; provided, however, that if such Borrower fails to specify an Interest Period for such Eurocurrency Loan, such Interest Period shall be one month. (b) With respect to Base Rate Loans and Eurocurrency Loans that are Dollar Loans of any Borrower other than Swing Loans, such Borrower may elect at any time on any Business Day to convert Base Rate Loans (other than Swing Loans) or any portion thereof to Eurocurrency Rate Loans and Loans, and, at the end of any applicable Interest PeriodPeriod with respect thereto, to convert Eurocurrency Rate Loans or any portion thereof into Base Rate Loans Loans, or to continue such Eurocurrency Rate Loans or any portion thereof for an additional Interest Period; provided, howeverby delivering a written notice, that the aggregate amount of the Eurocurrency Rate Loans for each Interest Period must be not less than the Minimum Currency Threshold. The U.K. Borrower and the Dutch Borrower may elect the length of the new Interest Period or Interest Periods with respect to such Borrower's Eurocurrency Rate Loans at the end of the then current Interest Period with respect to such Loans; provided, however, that the aggregate amount of the Eurocurrency Rate Loans for each Interest Period must be not less than the Minimum Currency Threshold. Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender's Ratable Portion. Each such election shall be in substantially the form of Exhibit F (Form of Notice of Conversion or Continuation) C hereto (a "Notice of Conversion or Continuation") and shall be made by giving ), to the Administrative Agent at least three Business Days' Days prior written notice to the proposed date of conversion or continuation specifying (Ai) the amount and type of Loan being converted conversion or continuedcontinuation, (Bii) in the case of a conversion to or a continuation of Eurocurrency Rate Loans, the applicable Interest Period therefor, and (Ciii) in the case of a conversion, the date of such conversion. conversion (bwhich date shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be the last day of the Interest Period therefor); provided, however, that (A) The Administrative Agent shall promptly notify each applicable Lender of its receipt of a no Notice of Conversion or Continuation and of the options selected therein. Notwithstanding the foregoing, no conversion in whole or in part of with respect to Base Rate Loans to or Eurocurrency Rate Loans, and no continuation in whole or in part of Dollar Revolving Loans or U.S. Term Loans that are Eurocurrency Rate U.S. Dollar Term B Loans upon the expiration of any applicable Interest Period shall be permitted at any time at which (A) an Event of Default shall have occurred effective unless given jointly by the applicable Term Loan Borrowers, and be continuing or (B) if, with respect to any Eurocurrency Loans that are Dollar Loans of any Borrower, the continuation of, or conversion into, a Eurocurrency Rate Loan would violate any provision of Section 2.14 (Special Provisions Governing Eurocurrency Rate Loans). IfAgent does not receive, within the time period required under the terms of this Section 2.112.8, the Administrative Agent does not receive a Notice of Conversion or Continuation from the applicable such Borrower containing a permitted election to continue any such Eurocurrency Rate Loans for an additional Interest Period or to convert any such Loans (and, in the case of Loans to the U.K. Borrower or the Dutch Borrower, if an Event of Default shall have occurred and is continuing at the end of any Interest Period)Loans, then, upon the expiration of the applicable Interest PeriodPeriod therefor, such Loans denominated in Dollars shall will be automatically converted to Base Rate Loans. (c) With respect to all Eurocurrency Loans, the aggregate of the Eurocurrency Loans and Loans denominated in Euros or Sterling of the same currency for each Interest Period therefor shall be automatically continued as Eurocurrency Rate Loans in the amount of $500,000 or an integral multiple of $100,000 in excess thereof (or the equivalent thereof in an Alternative Currency determined in accordance with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.Section 2.17

Conversion/Continuation Option. (a) The U.S. Borrower may elect (i) at any time on any Business Day to convert Base Rate Loans (other than Swing Loans) or any portion thereof to Eurocurrency Eurodollar Rate Loans and or (ii) at the end of any applicable Interest PeriodPeriod with respect thereto, to convert Eurocurrency Eurodollar Rate Loans or any portion thereof into Base Rate Loans Loans, or to continue such Eurocurrency Eurodollar Rate Loans or any portion thereof for an additional Interest Period; providedPROVIDED, howeverHOWEVER, that the aggregate amount of the Eurocurrency Eurodollar Rate Loans for each Interest Period therefor must be not less than in the Minimum Currency Threshold. The U.K. Borrower and the Dutch Borrower may elect the length of the new Interest Period or Interest Periods with respect to such Borrower's Eurocurrency Rate Loans at the end of the then current Interest Period with respect to such Loans; provided, however, that the aggregate amount of the Eurocurrency Rate Loans for each Interest Period must be not less than the Minimum Currency Threshold$5,000,000 or an integral multiple of $1,000,000 in excess thereof. Each conversion or continuation shall be allocated among the Revolving Credit Loans of each Lender all Lenders in accordance with such Lender's their Ratable Portion. Each such election shall be in substantially the form of Exhibit F (Form of Notice of Conversion or Continuation) D hereto (a "Notice of Conversion or ContinuationNOTICE OF CONVERSION OR CONTINUATION") and shall be made by giving the Administrative Agent at least three Business Days' prior written notice thereof specifying (A) the amount and type of Loan being converted conversion or continuedcontinuation, and (B) in the case of a conversion to or a continuation of Eurocurrency Rate Loans, the applicable Interest Period and (C) in the case of a conversion, the date of such conversion. conversion (b) which date shall be a Business Day and, if a conversion from Eurodollar Rate Loans, shall also be the last day of the Interest Period therefor). No conversion of any Swing Loan from a Base Rate Loan may be made. The Administrative Agent shall promptly notify each applicable Lender of its receipt of a Notice of Conversion or Continuation and of the options selected thereincontents thereof. Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurocurrency Eurodollar Rate Loans, and no continuation in whole or in part of Dollar Revolving Loans or U.S. Term Loans that are Eurocurrency Eurodollar Rate Loans upon the expiration of any applicable Interest Period therefor, 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 conversion into, a Eurocurrency Rate Loan would violate any provision of Section 2.14 (Special Provisions Governing Eurocurrency Rate Loans)continuing. If, within the time period required under the terms of this Section 2.112.8, the Administrative Agent does not receive a Notice of Conversion or Continuation from the applicable Borrower containing a permitted election to continue any Eurocurrency Eurodollar Rate Loans for an additional Interest Period or to convert any such Loans, or on any date the aggregate unpaid principal amount of Eurodollar Rate Loans (andcomprising any Borrowing is reduced, in the case of Loans by payment or prepayment or otherwise, to the U.K. Borrower or the Dutch Borrower, if an Event of Default shall have occurred and is continuing at the end of any Interest Period)less than $5,000,000, then, upon the expiration of the applicable Interest PeriodPeriod therefor, such Loans denominated in Dollars shall will be automatically converted to Base Rate Loans and Loans denominated in Euros or Sterling shall be automatically continued as Eurocurrency Rate Loans with an Interest Period of one monthLoans. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) Swing Advances shall be automatically converted to Base Rate Loans on the Business Day following the date of borrowing thereof. (b) The U.S. US Borrower may elect (i) at any time on any Business Day to convert Base Rate Loans (other than Swing Loans) or any portion thereof to Eurocurrency Eurodollar Rate Loans, (ii) at any time to convert Swing Advances or any portion thereof to Base Rate Loans and or Eurodollar Rate Loans, or (iii) at the end of any applicable Interest PeriodPeriod with respect thereto, to convert Eurocurrency Eurodollar Rate Loans or any portion thereof into Base Rate Loans Loans, or to continue such Eurocurrency Eurodollar Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the Eurocurrency Eurodollar Rate Loans for each Interest Period therefor must be not less than in the Minimum Currency Threshold. The U.K. Borrower and the Dutch Borrower may elect the length of the new Interest Period or Interest Periods with respect to such Borrower's Eurocurrency Rate Loans at the end of the then current Interest Period with respect to such Loans; provided, however, that the aggregate amount of the Eurocurrency Rate Loans for each Interest Period must be not less than the Minimum Currency Threshold$5,000,000 or an integral multiple of $500,000 in excess thereof. Each conversion or continuation shall be allocated among the Dollar Revolving Credit Loans of each Lender all Lenders in accordance with such Lender's their Dollar Ratable Portion. Each such election shall be in substantially the form of Exhibit F (Form of Notice of Conversion or Continuation) C (a "Notice of Conversion or Continuation") and shall be made by giving the Administrative Agent at least three (3) Business Days' prior written notice thereof specifying (A) the amount and type of Loan being converted conversion or continuedcontinuation, (B) in the case of a conversion to or a continuation of Eurocurrency Eurodollar Rate Loans, the applicable Interest Period therefor, and (C) in the case of a conversion, the date of such conversion. conversion (b) which date shall be a Business Day and, if a conversion from Eurodollar Rate Loans, shall also be the last day of the Interest Period therefor). The Administrative Agent shall promptly notify each applicable Lender of its receipt of a Notice of Conversion or Continuation and of the options selected thereincontents thereof and such Lender's Dollar Ratable Portion of the Revolving Credit Loans to be converted. Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans or Swing Advances to Eurocurrency Eurodollar Rate Loans, and no continuation in whole or in part of Dollar Revolving Loans or U.S. Term Loans that are Eurocurrency Eurodollar Rate Loans upon the expiration of any applicable Interest Period therefor, 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 conversion into, a Eurocurrency Rate Loan would violate any provision of Section 2.14 (Special Provisions Governing Eurocurrency Rate Loans)continuing. If, within the time period required under the terms of this Section 2.11, the Administrative Agent does not receive a Notice this (c) Mandatory conversions of Conversion or Continuation from the applicable Borrower containing a permitted election to continue any Eurocurrency Bankers' Acceptance Loans into Canadian Prime Rate Loans for an additional Interest Period or to convert any such Loans (and, shall be made in the case of Loans circumstances, and to the U.K. Borrower or extent, provided in clause (i) of Schedule IV. Except as otherwise provided in the Dutch Borrowerimmediately preceding sentence and as provided in clause (i) of Schedule IV, if an Event of Default Bankers' Acceptance Loans shall have occurred not be permitted to be converted into Canadian Prime Rate Loans, and is continuing at the end of any Interest Period), then, upon the expiration of the applicable Interest Period, Loans denominated in Dollars shall be automatically converted to Base Canadian Prime Rate Loans and Loans denominated in Euros or Sterling shall not be automatically continued as Eurocurrency Rate Loans with an Interest Period of one month. Each Notice of Conversion or Continuation shall permitted to be irrevocableconverted into Bankers' Acceptance Loans.

Conversion/Continuation Option. (a) The U.S. Borrower may elect (i) at any time on any Business Day to convert Base Rate Loans (other than Swing Loans) or any portion thereof to Eurocurrency Eurodollar Rate Loans and (ii) at the end of any applicable Interest Period, to convert Eurocurrency Eurodollar Rate Loans or any portion thereof into Base Rate Loans or to continue such Eurocurrency Eurodollar Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the Eurocurrency Eurodollar Rate Loans for each Interest Period must be not less than in the Minimum Currency Threshold. The U.K. Borrower and the Dutch Borrower may elect the length of the new Interest Period or Interest Periods with respect to such Borrower's Eurocurrency Rate Loans at the end of the then current Interest Period with respect to such Loans; provided, however, that the aggregate amount of the Eurocurrency Rate Loans for each Interest Period must be not less than the Minimum Currency Thresholdat 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 Ratable PortionPortion of the applicable Facility. Each such election shall be in substantially the form of Exhibit F E (Form of Notice of Conversion or Continuation) (a "Notice of Conversion or Continuation") and shall be made by giving the Administrative Agent at least three Business Days' prior written notice specifying (A) the amount and type of Loan being converted or continued, (B) in the case of a conversion to or a continuation of Eurocurrency Eurodollar Rate Loans, the applicable Interest Period and (C) in the case of a conversion, the date of such conversion. (b) The Administrative Agent shall promptly notify each applicable 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 Eurodollar Rate Loans, Loans and no continuation in whole or in part of Dollar Revolving Loans or U.S. Term Loans that are Eurocurrency Eurodollar Rate Loans upon the expiration of any applicable Interest Period shall be permitted at any time at which (A) an Event AMENDED AND RESTATED CREDIT AGREEMENT Macquarie Infrastructure Company Inc. of Default shall have occurred and be continuing or (B) the continuation of, or conversion into, a Eurocurrency Eurodollar Rate Loan would violate any provision of Section 2.14 2.13 (Special Provisions Governing Eurocurrency Eurodollar Rate Loans). If, within the time period required under the terms of this Section 2.112.10, the Administrative Agent does not receive a Notice of Conversion or Continuation from the applicable Borrower containing a permitted election to continue any Eurocurrency Eurodollar Rate Loans for an additional Interest Period or to convert any such Loans (and, in the case of Loans to the U.K. Borrower or the Dutch Borrower, if an Event of Default shall have occurred and is continuing at the end of any Interest Period)Loans, then, upon the expiration of the applicable Interest Period, Loans denominated in Dollars the Borrower shall be automatically converted deemed to Base have delivered a Notice of Conversion or Continuation electing to continue such Loans as Eurodollar Rate Loans and Loans denominated in Euros or Sterling shall be automatically continued as Eurocurrency Rate Loans with having an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The U.S. Borrower Borrowers may elect (i) (x) at any time on any Business Day Day, to convert Base Rate Loans (other than Swing LoansLoans and Protective Advances) (or, in the case of the Canadian Borrower, Canadian Base Rate Loans (other than Protective Advances)) or any portion thereof to Eurocurrency Eurodollar Rate Loans and (y) at the end of any applicable Interest Period, to convert Eurocurrency Eurodollar Rate Loans or any portion thereof into Base Rate Loans (or, in the case of Eurodollar Rate Loans made to the Canadian Borrower, Canadian Base Rate Loans) or to continue such Eurocurrency Eurodollar Rate Loans or any portion thereof for an additional Interest Period, or (ii) in the case of the Canadian Borrower, (x) at any time on any Business Day, to convert Canadian Prime Loans or any portion thereof to CDOR Loans and (y) at the end of any applicable Interest Period, to convert CDOR Loans or any portion thereof into Canadian Prime Loans or to continue such Canadian Prime Loans or any portion thereof for an additional Interest Period; provided, howeverthat, that in the case of clauses (i) and (ii) above, the aggregate amount of the Eurocurrency Eurodollar Rate Loans or the aggregate amount of the CDOR Loans, in each case for each Interest Period must be not less than in the Minimum Currency Threshold. The U.K. Borrower and the Dutch Borrower may elect the length of the new Interest Period or Interest Periods with respect to such Borrower's Eurocurrency Rate Loans at the end of the then current Interest Period with respect to such Loans; provided, however, that the aggregate amount of the Eurocurrency Rate Loans for each Interest Period must be not less than the Minimum Currency Thresholdat least $1,000,000 or an integral multiple of $500,000 in excess thereof. Each conversion or continuation shall be allocated among the Loans of each Revolving Credit Lender in accordance with such Revolving Credit Lender's ’s Ratable Portion. Each such election shall be in substantially the form of Exhibit F (Form of Notice of Conversion or Continuation) (a "“Notice of Conversion or Continuation"”) and shall be made by the Borrower Representative giving the Administrative Agent at least three Business Days' ’ prior written notice specifying (A) the amount and type of Loan being converted or continued, (B) in the case of a conversion to or a continuation of Eurocurrency Eurodollar Rate Loans or CDOR Loans, the applicable Interest Period and (C) in the case of a conversion, the date of such conversion. (b) The Administrative Agent shall promptly notify each applicable 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 (i) Base Rate Loans or Canadian Base Rate Loans to Eurocurrency Eurodollar Rate Loans, Loans and no continuation in whole or in part of Dollar Revolving Loans or U.S. Term Loans that are Eurocurrency Eurodollar Rate Loans upon the expiration of any applicable Interest Period or (ii) Canadian Prime Loans to CDOR Loans and no continuation in whole or in part of CDOR Loans upon the expiration of any applicable Interest Period, in any case shall be permitted at any time at which (A) an Event of Default shall have occurred and be continuing or (B) the continuation of, or conversion into, a Eurocurrency Eurodollar Rate Loan or CDOR Loan would violate any provision of Section 2.14 (Special Provisions Governing Eurocurrency Rate Loans). If, within the time period required under the terms of this Section 2.11, 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 (and, in the case of Loans to the U.K. Borrower or the Dutch Borrower, if an Event of Default shall have occurred and is continuing at the end of any Interest Period), then, upon the expiration of the applicable Interest Period, Loans denominated in Dollars shall be automatically converted to Base Rate Loans and Loans denominated in Euros or Sterling shall be automatically continued as Eurocurrency Rate Loans with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion/Continuation Option. (a) The U.S. Borrower may elect at any from time to time to convert Eurodollar Rate Loans to CBFR Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 a.m., New York City time, on any the Business Day to convert Base preceding the proposed conversion date, provided that any such conversion of Eurodollar Rate Loans (other than Swing Loans) or any portion thereof to Eurocurrency Rate Loans and at may only be made on the end last day of any applicable Interest Period, to convert Eurocurrency Rate Loans or any portion thereof into Base Rate Loans or to continue such Eurocurrency Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the Eurocurrency Rate Loans for each Interest Period must be not less than the Minimum Currency Thresholdwith respect thereto. The U.K. Borrower and the Dutch Borrower may elect from time to time to convert CBFR Loans to Eurodollar Rate Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M., New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the new initial Interest Period or Interest Periods with therefor), provided that no CBFR Loan under a particular Facility may be converted into a Eurodollar Rate Loan when any Event of Default has occurred and is continuing and the Majority Facility Lenders in respect of such Facility have determined in their reasonable discretion not to permit such Borrower's Eurocurrency conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. (b) Any Eurodollar Rate Loans at Loan may be continued as such upon the end expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans; , provided that no Eurodollar Rate Loan under a particular Facility may be continued as such when any Event of Default has occurred and is continuing and the Majority Facility Lenders in respect of such Facility have determined in their reasonable discretion not to permit such continuations, and provided, howeverfurther, that if the aggregate amount of Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the Eurocurrency Rate preceding proviso such Loans for each Interest Period must be not less than the Minimum Currency Threshold. Each conversion or continuation shall be allocated among automatically converted to CBFR Loans on the Loans of each Lender in accordance with such Lender's Ratable Portion. Each such election shall be in substantially the form of Exhibit F (Form of Notice of Conversion or Continuation) (a "Notice of Conversion or Continuation") and shall be made by giving the Administrative Agent at least three Business Days' prior written notice specifying (A) the amount and type of Loan being converted or continued, (B) in the case of a conversion to or a continuation of Eurocurrency Rate Loans, the applicable Interest Period and (C) in the case of a conversion, the date last day of such conversion. (b) The then expiring Interest Period. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable relevant 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 Dollar Revolving Loans or U.S. Term Loans that are Eurocurrency Rate Loans upon the expiration of any applicable Interest Period shall be permitted at any time at which (A) an Event of Default shall have occurred and be continuing or (B) the continuation of, or conversion into, a Eurocurrency Rate Loan would violate any provision of Section 2.14 (Special Provisions Governing Eurocurrency Rate Loans). If, within the time period required under the terms of this Section 2.11, 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 (and, in the case of Loans to the U.K. Borrower or the Dutch Borrower, if an Event of Default shall have occurred and is continuing at the end of any Interest Period), then, upon the expiration of the applicable Interest Period, Loans denominated in Dollars shall be automatically converted to Base Rate Loans and Loans denominated in Euros or Sterling shall be automatically continued as Eurocurrency Rate Loans with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocablethereof.