Common use of Conversion Elections Clause in Contracts

Conversion Elections. Each Loan initially shall be of the Type specified in the Borrowing Request and, in the case of a LIBO Rate Loan, shall have an initial Interest Period as specified in the Borrowing Request. Thereafter, the Borrower may elect to convert such Loan to a different Type or to continue such Loan and, in the case of a LIBO Rate Loan, may elect Interest Periods therefor, all as provided in this Section 2.4. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before noon, New York time, on a Business Day, the Borrower may from time to time irrevocably elect, on the same Business Day’s notice in the case of Base Rate Loans, or three Business Days’ notice in the case of LIBO Rate Loans, and in either case not more than five Business Days’ notice, that all, or any portion in an aggregate minimum amount of $1,000,000 and an integral multiple of $1,000,000 be, in the case of Base Rate Loans, converted into LIBO Rate Loans, or in the case of LIBO Rate Loans, converted into Base Rate Loans or continued as LIBO Rate Loans (in the absence of delivery of a Continuation/Conversion Notice with respect to any LIBO Rate Loan at least three Business Days (but not more than five Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided that, (a) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loans, and (b) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Default has occurred and is continuing. Each such irrevocable request may be made by telephone confirmed promptly by hand delivery or facsimile to the Administrative Agent of the applicable Continuation/Conversion Notice. The conversion of a Base Rate Loan into a LIBO Rate Loan or a LIBO Rate Loan into a Base Rate Loan shall not effect a novation of the Loan so converted.

Conversion Elections. Each Loan initially shall be of (a) The Company may upon irrevocable written notice to each Bank in accordance with Section 4.2(b): (i) if the Type specified in the Borrowing Request and, in the case of a LIBO Rate Loan, shall have an initial Interest Period as specified in the Borrowing Request. Thereafter, the Borrower may elect to convert such Loan to a different Type or to continue such Loan and, in the case of a LIBO Rate Loan, may elect Interest Periods therefor, all as provided in this Section 2.4. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before noon, New York time, on a Business Day, the Borrower may from time to time irrevocably elect, on the same Business Day’s notice in the case of Loans are then Base Rate Loans, elect to convert on the last Business Day of each February, May, August or three Business Days’ notice in November all of such Loans into Eurodollar Rate Loans or CD Rate Loans; or (ii) if the case of LIBO Loans are then Eurodollar Rate Loans, and in either case not more than five elect to convert on the last Business Days’ noticeDay of each February, that allMay, August or any portion in an aggregate minimum amount November all of $1,000,000 and an integral multiple of $1,000,000 be, in the case of Base Rate Loans, converted into LIBO Rate Loans, or in the case of LIBO Rate Loans, converted such Loans into Base Rate Loans or continued as LIBO CD Rate Loans; or (iii) if the Loans are then CD Rate Loans, elect to convert on the last Business Day of each February, May, August or November all of such Loans into Base Rate Loans (in or Eurodollar Rate Loans; provided, that if the absence of delivery of a Continuation/Conversion Notice with respect to any LIBO Loans are then either Eurodollar Rate Loan at least three Business Days (but not more than five Business Days) before Loans or CD Rate Loans and the last day aggregate amount of the Loans shall have been reduced, by payment, prepayment, or conversion thereof, to be less than $100,000, then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, Loans shall automatically convert to a into Base Rate Loan); provided that, (a) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loans, and . (b) no portion The Company shall deliver a Notice of Conversion in accordance with Section 10.2 to be received by each Bank not later than 11:00 a.m. (Chicago time) at least two Business Days in advance of the outstanding principal Conversion Date specifying: (A) the proposed Conversion Date, which date may only be the last Business Day of each February, May, August or November; (B) that the aggregate amount of any all of the Loans may shall be continued converted on such proposed Conversion Date; and (C) the nature of the proposed conversion. (c) If the Company fails to deliver to each Bank a Notice of Conversion in accordance with the terms of Section 4.2(b), the Company shall be deemed to have elected to continue the Loans as, or be converted intoand the Loans shall thereupon continue as, LIBO Eurodollar Rate Loans, CD Rate Loans when or Base Rate Loans, as the case may be. Notwithstanding the foregoing, if any Event of Default has occurred and is continuing. Each shall then exist, the Company shall be deemed to have elected to convert such irrevocable request may be made by telephone confirmed promptly by hand delivery or facsimile to the Administrative Agent Loans into Base Rate Loans effective as of the applicable Continuation/Conversion Notice. The conversion expiration date of a Base such current Interest Period. (d) Unless the Majority Banks shall otherwise agree, during the existence of an Event of Default, the Company may not elect to have the Loans converted into or continued as Eurodollar Rate Loan into a LIBO Loans or CD Rate Loan or a LIBO Rate Loan into a Base Rate Loan shall not effect a novation of the Loan so convertedLoans.