Common use of Conversion/Continuation Option Clause in Contracts

Conversion/Continuation Option. (a) The Seller may elect (i) at any time on any Business Day, to convert Capital Investments in respect of which Yield is calculated at the Citicorp Base Rate (other than Swing Increases) or any portion thereof to Capital Investments in respect of which Yield is calculated at the Citicorp LIBO Rate and (ii) at the end of any applicable Yield Period, to convert Capital Investments in respect of which Yield is calculated at the Citicorp LIBO Rate or any portion thereof into Capital Investments in respect of which Yield is calculated at the Citicorp Base Rate or to continue such Capital Investments in respect of which Yield is calculated at the Citicorp LIBO Rate or any portion thereof for an additional Yield Period; provided, however, that the aggregate amount of the Capital Investments in respect of which Yield is calculated at the Citicorp LIBO Rate for each Yield Period must be in an amount of at least $10,000,000 or an integral multiple of $2,500,000 in excess thereof. Each conversion or continuation shall be allocated among the Capital Investments of each Purchaser in accordance with such Purchaser’s ratable share of the aggregate Capital Investments. Each such election shall be in substantially the form of Exhibit I (a “Notice of Conversion or Continuation”) and shall be made by giving the Agent at least 3 Business Days’ prior written notice specifying (A) the amount and type of Capital Investment being converted or continued, (B) in the case of a conversion to or a continuation of Capital Investments in respect of which Yield is calculated at the Citicorp LIBO Rate, the applicable Yield Period and (C) in the case of a conversion, the date of such conversion. (b) The Agent shall promptly notify each Purchaser 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 Capital Investments in respect of which Yield is calculated at the Citicorp Base Rate to Capital Investments in respect of which Yield is calculated at the Citicorp LIBO Rate and no continuation in whole or in part of Capital Investments in respect of which Yield is calculated at the Citicorp LIBO Rate upon the expiration of any applicable Yield Period shall be permitted at any time at which (i) a Potential Event of Termination or an Event of Termination shall have occurred and be continuing or (ii) the continuation of, or conversion into, a Capital Investment in respect of which Yield is calculated at the Citicorp LIBO Rate would violate any provision of Section 2.12. If, within the time period required under the terms of this Section 2.16, the Agent does not receive a Notice of Conversion or Continuation from the Seller containing a permitted election to continue any Capital Investments in respect of which Yield is calculated at the Citicorp LIBO Rate for an additional Yield Period or to convert any such Capital Investments, then, upon the expiration of the applicable Yield Period, such Capital Investments shall be automatically converted to Capital Investments in respect of which Yield is calculated at the Citicorp Base Rate. Each Notice of Conversion or Continuation shall be irrevocable.