Interest Rate Conversion Clause Samples

The Interest Rate Conversion clause defines how interest rates are to be converted between different bases or conventions within a contract. Typically, this clause specifies the method for converting rates quoted on an annual, monthly, or daily basis, and may outline the formulas or reference standards to be used for such conversions. By providing a clear mechanism for translating interest rates, the clause ensures consistency and prevents disputes over payment calculations, thereby promoting transparency and accuracy in financial agreements.

Interest Rate Conversion. The Borrower may request, with respect to all or part of the Outstanding Loan Balance, that the LIBOR-Based Interest Rate be converted to a fixed interest rate or any other Interest Rate Conversion option requested by the Borrower and accepted by the Bank.

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Interest Rate Conversion. The Borrower may request that, with respect to all or part of the Outstanding Loan Balance, the SOFR-based Interest Rate be converted to a fixed interest rate or any other Interest Rate Conversion option requested by the Borrower and accepted by the Bank.

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Interest Rate Conversion. Effective on the Interest Rate Reset Date or on any anniversary thereof to and including March 1, 2007 or if such date is not a Business Day, then on the following Business Day (each, a "Reference Date"), if a Swap Termination Date shall not have occurred by such date and the Swap Rate (as defined below) for an interest rate swap with a remaining maturity (as set forth below, the "Remaining Maturity") corresponding to the applicable Reference Date is greater than or equal to the applicable reference rate (as set forth below, the "Reference Rate"), then the interest rate on all, but not less than all, of the Debentures shall be converted from the Fixed Rate to the Subsequent Floating Rate for each subsequent Interest Accrual Period (in accordance with the definition of Floating Rate Period) (the "Interest Rate Conversion"). From and after the date of the Interest Rate Conversion (the "Interest Rate Conversion Date") and for each Interest Accrual Period ending prior to the end of the Floating Rate Period which begins on such Interest Rate Conversion Date, interest on all of the Debentures shall accrue at the Subsequent Floating Rate. The Trustee shall send notice in writing of such Interest Rate Conversion to the Company one Business Day following the notification of the Trustee by the trustee of the RPM, Inc. Tiers(SM) Certificates Trust RPM 1998-1 of such Interest Rate Conversion. Reference Date Remaining Maturity Reference Rate* -------------- ------------------ --------------- March 1, 2000 8 years 7.285 percent March 1, 2001 7 years 7.023 percent March 1, 2002 6 years 7.011 percent March 1, 2003 5 years 6.852 percent March 1, 2004 4 years 6.859 percent March 1, 2005 3 years 6.809 percent March 1, 2006 2 years 6.694 percent March 1, 2007 1 year 6.500 percent * Represents semi-annual 30/360 rates.

Interest Rate Conversion. As soon as practicable following the Bank’s purchase of the Note, the aggregate principal amount of the Note shall, unless an Event of Default has occurred and is continuing, be converted automatically without further action from a Variable Rate LIBOR Loan to a Fixed Rate LIBOR Loan (the “Automatic Conversion”) and such Automatic Conversion shall be effective on the third London Banking Day after the Effective Date. Following the Automatic Conversion, subject to Section 2.05, the Fixed Rate LIBOR Loan shall continue as a Fixed Rate LIBOR Loan until (i) the Note is prepaid in full, (ii) the City elects to convert (each a “Variable Conversion”) all or a portion, which portion shall be in a principal amount equal to $5,000,000 or $5,000,000 and multiples of $1,000,000 in excess thereof, of the Fixed Rate LIBOR Loan to a Variable Rate LIBOR Loan or (iii) June 30, 2014. If the City elects to make a Conversion, the City shall deliver to the Bank a written notice in the form attached hereto as Exhibit C (each, a “Conversion Notice”). If the Bank receives a Conversion Notice, signed by a Person who purports to be an Authorized Representative, on or before 11:00 a.m., Pacific Standard Time, on a Business Day, the Conversion shall be effective on the third London Banking Day thereafter. Any requests by the City for a Conversion shall be irrevocable as to such portion.

Interest Rate Conversion. Notwithstanding Section 2.3(d), (i) with respect to any Credit Extension other than the Mortgage Advance, Borrower shall have the right at any time to convert such Credit Extension from a Variable Rate Advance to a LIBOR Advance and, on the first day of any LIBOR Interest Period, to convert such Credit Extension from a LIBOR Advance to a Variable Rate Advance or to select a different LIBOR Interest Period with respect to such Credit Extension (to the extent a different LIBOR Interest Period is permitted under Section 2.3(a)), and (ii) with respect to the Mortgage Advance, Borrower shall have the right, effective as of the first day of the second Fixed Rate Interest Period, to convert the Mortgage Advance from a Fixed Rate Advance to a Variable Rate Advance or from a Variable Rate Advance to a Fixed Rate Advance, as the case may be. Any conversion of a Credit Extension or change in the LIBOR Interest Period hereunder shall be at Borrower's option and without penalty or premium. The new interest rate resulting from a converted Credit Extension or a changed LIBOR Interest Period shall be determined in accordance with Section 2.3(a). If Borrower decides to convert a Credit Extension or change a LIBOR Interest Period hereunder, Borrower will notify Bank by facsimile or telephone no later than 3:00 p.m. Pacific time, on the day the conversion or change is to occur which must be a Business Day. Each notice shall specify the date of the conversion or change, the Credit Extension to be converted or changed, and the new interest rate or new LIBOR Interest Period selected by Borrower.

Interest Rate Conversion. Refinance. Lender may from time to time offer other loan or interest rate products for which Borrower qualifies. Borrower acknowledges that it may not refinance or convert this Note to another loan or interest rate product with Lender unless Borrower qualifies for such loan or interest rate product and pays to Lender any fees and costs that Lender may charge for such refinance or conversion.

Related to Interest Rate Conversion

Conversion to Fixed Interest Rate The Mortgage Loan does not contain a provision whereby the Mortgagor is permitted to convert the Mortgage Interest Rate from an adjustable rate to a fixed rate;

Interest Rate Computations All interest hereunder shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate, Adjusted LIBO Rate or LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error, and be binding upon the parties hereto.

Interest Rate Options The Borrower shall pay interest in respect of the outstanding unpaid principal amount of the Loans as selected by it from the Base Rate Option or LIBOR Rate Option set forth below applicable to the Loans, it being understood that, subject to the provisions of this Agreement, the Borrower may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the Loans comprising any Borrowing Tranche; provided that (i) there shall not be at any one time outstanding more than ten (10) Borrowing Tranches in the aggregate among all of the Loans and (ii) if an Event of Default or Potential Default exists and is continuing, the Borrower may not request, convert to, or renew the LIBOR Rate Option for any Loans and the Required Lenders may demand that all existing Borrowing Tranches bearing interest under the LIBOR Rate Option shall be converted immediately to the Base Rate Option, subject to the obligation of the Borrower to pay any indemnity under Section 5.9 [Indemnity] in connection with such conversion. If at any time the designated rate applicable to any Loan made by any Lender exceeds such Lender’s highest lawful rate, the rate of interest on such Lender’s Loan shall be limited to such Lender’s highest lawful rate.

Mandatory Conversion Provided an Event of Default or an event which with the passage of time or giving of notice could become an Event of Default has not occurred, then, until the Maturity Date, the Borrower will have the option by written notice to the Holder (“Notice of Mandatory Conversion”) of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at fifty percent (50%) of the Conversion Price, as adjusted, then in affect (“Mandatory Conversion”). The Notice of Mandatory Conversion, which notice must be given on the first day following twenty (20) consecutive trading days (“Lookback Period”) during which the closing price for the Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater than Five Dollars ($5.00) each such trading day and during which twenty (20) trading days, the daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 shares. The date the Notice of Mandatory Conversion is given is the “Mandatory Conversion Date.” The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion. Mandatory Conversion Notices must be given proportionately to all Holders of Notes. The Borrower shall reduce the amount of Note principal subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 of this Note.

Interest Rate Adjustment The interest rate payable will be subject to adjustments from time to time if either Moody’s or S&P or, if applicable, Fitch or any “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company (as certified by a resolution of the Company’s board of directors) as a replacement for Moody’s or S&P, as the case may be (each, a “Substitute Rating Agency”) downgrades (or downgrades and subsequently upgrades) the credit rating assigned to the Notes, in the manner described below. Each of Moody’s, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agency,” and together they are “Interest Rate Rating Agencies.” (a) If the rating assigned by Moody’s (or, if applicable, any Substitute Rating Agency) of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes will increase such that it will equal the interest rate payable on the Notes of such series on the date of their initial issuance plus the percentage set forth opposite the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(b) below): Ba1 0.25 % Ba2 0.50 % Ba3 0.75 % B1 or below 1.00 % * Including the equivalent ratings of any Substitute Rating Agency. (b) If the rating assigned by S&P (or, if applicable, any Substitute Rating Agency) of a series of Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes of such series will increase such that it will equal the interest rate payable on the Notes of such series on the date of their initial issuance plus the percentage set forth opposite the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under Section 108(a) above): BB+ 0.25 % BB 0.50 % BB- 0.75 % B+ or below 1.00 % * Including the equivalent ratings of any Substitute Rating Agency. If at any time the interest rate on the Notes of a series has been increased and any of the Interest Rate Rating Agencies subsequently upgrades its rating of the Notes of such series, the interest rate on the Notes of such series will be decreased such that the interest rate for the Notes of such series equals the interest rate payable on the Notes of such series on the date of their initial issuance plus the percentages set forth opposite the ratings from the tables above in effect immediately following the upgrade in rating. If Moody’s (or any Substitute Rating Agency) subsequently upgrades its rating of the Notes of such series to Baa3 (or its equivalent, in the case of a Substitute Rating Agency) or higher, and S&P (or any Substitute Rating Agency) upgrades its rating to BBB- (or its equivalent, in the case of a Substitute Rating Agency) or higher, the interest rate on the Notes of such series will be decreased to the interest rate payable on the Notes of such series on the date of their initial issuance (and if one such upgrade occurs and the other does not, the interest rate on the Notes of such series will be decreased so that it does not reflect any increase attributable to the upgrading Interest Rate Rating Agency). In addition, the interest rates on the Notes of a series will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent downgrade in the ratings by any of the Interest Rate Rating Agencies) if the Notes of such series become rated Baa1 and BBB+ (or, in either case, the equivalent thereof, in the case of a Substitute Rating Agency) or higher by Moody’s and S&P (or, in either case, any Substitute Rating Agency), respectively (or one of these ratings if the Notes of such series are only rated by one rating agency). Each adjustment required by any downgrade or upgrade in a rating set forth above, whether occasioned by the action of Moody’s or S&P (or, in either case, any Substitute Rating Agency), shall be made independent of any and all other adjustments. In no event shall (1) the interest rate on the Notes of a series be reduced to below the interest rate payable on the Notes of such series on the date of their initial issuance or (2) the total increase in the interest rate on the Notes of such series exceed 2.00% above the interest rate payable on the Notes of such series on the date of their initial issuance. No adjustments in the interest rate of the Notes of a series shall be made solely as a result of an Interest Rate Rating Agency ceasing to provide a rating on the Notes of such series. If at any time less than two Interest Rate Rating Agencies provide a rating of the Notes of such series for reasons beyond the Company’s control, the Company will use its commercially reasonable efforts to obtain a rating of the Notes of such series from a Substitute Rating Agency, if one exists, in which case, for purposes of determining any increase or decrease in the interest rate on the Notes of such series pursuant to the tables above (a) such Substitute Rating Agency will be substituted for the last Interest Rate Rating Agency to provide a rating of the Notes of such series but which has since ceased to provide such rating, (b) the relative rating scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by the Company and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings will be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, in such table and (c) the interest rate on the Notes of a series will increase or decrease, as the case may be, such that the interest rate equals the interest rate payable on the Notes of a series on the date of their initial issuance plus the appropriate percentage, if any, set forth opposite the deemed equivalent rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of clause (b) above) (plus any applicable percentage resulting from a decreased rating by the other Interest Rate Rating Agency). For so long as only one Interest Rate Rating Agency provides a rating of the Notes of a series, any subsequent increase or decrease in the interest rate of the Notes of such series necessitated by a reduction or increase in the rating by the Interest Rate Rating Agency providing the rating shall be twice the applicable percentage set forth in the applicable table above. For so long as no Interest Rate Rating Agency provides a rating of the Notes of a series, the interest rate on the Notes of such series will increase to, or remain at, as the case may be, 2.00% above the interest rate payable on the Notes of such series on the date of their initial issuance. Any interest rate increase or decrease described above will take effect from the first day of the interest period commencing after the date on which a rating change occurs that requires an adjustment in the interest rate. If any Interest Rate Rating Agency changes its rating of the Notes of a series more than once prior to any particular interest payment date, the last change by such agency prior to such interest payment date will control for purposes of any interest rate increase or decrease with respect to the Notes of a series described above relating to such rating agency’s action. If the interest rate payable on the Notes of a series is increased as described above, the term “interest,” as used with respect to the Notes of such series, will be deemed to include any such additional interest unless the context otherwise requires.

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