Common use of Voluntary Conversion and Continuation of Advances Clause in Contracts

Voluntary Conversion and Continuation of Advances. (a) Prior to the Facility Maturity Date, the Borrowers shall have the option with respect to any outstanding Advance, (i) so long as no Event of Default has occurred and is continuing, to Convert all or any portion thereof which constitutes Base Rate Advances to Eurodollar Rate Advances on any Interest Payment Date; (ii) to Convert all or any portion of any outstanding Eurodollar Rate Advances to Base Rate Advances upon the expiration date of the Interest Period applicable to such Eurodollar Rate Advances; or (iii) so long as no Event of Default has occurred and is continuing, to Continue all or any portion of such Eurodollar Rate Advances as Eurodollar Rate Advances upon the expiration of the Interest Periods applicable to any outstanding Eurodollar Rate Advances. The Borrowers' right to Convert or Continue Advances pursuant to this Section 2.07 shall be understood to include the right (i) to divide any Borrowing into two or more Borrowings having aggregate principal equal to the principal of such Borrowing or (ii) to combine any two or more Borrowings into a single Borrowing having principal equal to the aggregate principal of such Borrowings. If, after giving effect to any combination or division of Borrowings as contemplated by this Section 2.07(a), the aggregate unpaid principal amount of the Advances constituting a Borrowing is less than $5,000,000, those Advances may not be Converted into or Continued as Eurodollar Rate Advances. (b) To Convert or Continue any Advance under Section 2.07(a), the Borrowers shall deliver a Notice of Conversion/Continuation to the Administrative Agent not later than 2:00 p.m. (New York City time) on (i) the fourth Business Day prior to the date of the proposed Conversion/Continuation if such Advance is to be Converted into or Continued as a Eurodollar Rate Advance or if the Advance is to be Converted from a Eurodollar Rate Advance into any other Type of Advance, and (ii) the Business Day prior to the date of the proposed Conversion/Continuation in any other case. If a Notice of Conversion/Continuation is transmitted by telecopy, the Borrowers shall promptly provide written confirmation thereof to the Administrative Agent. If the Administrative Agent receives such a Notice of Conversion/Continuation at or before 4:00 p.m. (New York City time) on a Business Day, it shall provide each Agent with a copy thereof on such Business Day, and otherwise it shall provide each Agent with a copy thereof at or before 1:00 p.m. (New York City time) on the following Business Day. Each Agent shall promptly provide to each Lender in its Lender Group a copy of each Notice of Conversion/Continuation received by it. Each Notice of Conversion/Continuation shall be in the form attached hereto as Exhibit C and shall specify (i) the date of such proposed Conversion/Continuation (which shall be a Business Day), (ii) the Advances to be Converted and/or Continued, (iii) the principal amount of the Advances to be Converted and/or Continued, (iv) whether such Advance is to be Converted or Continued and (iv) if any portion of such Advance is to be Converted or Continued as a Eurodollar Rate Advance, the Interest Period with respect thereto. Any Notice of Conversion/Continuation shall be irrevocable, and the Borrowers shall be bound to Convert or to Continue the Advances in accordance therewith. If the Borrowers shall fail to deliver a Notice of Conversion/Continuation to the Administrative Agent as aforesaid with respect to any Type of Advance, such Advance shall automatically be Continued as the same Type of Advance if otherwise permitted by this Agreement on the last day of the then existing Interest Period therefor or if, not permitted to be so Continued, shall automatically Convert to a Base Rate Advance on such date. (c) Notwithstanding any provision of Section 2.07(b) to the contrary, the Administrative Agent may, in its sole discretion, accept and act without liability upon the basis of a telephonic notice of Conversion/Continuation (which notice shall be irrevocable and shall be promptly confirmed by a written Notice of Conversion/Continuation sent by facsimile) believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrowers. The Administrative Agent's records regarding the terms of such telephone notice of such borrowing shall be presumptively correct absent manifest error. The fact that the Administrative Agent may so act in any circumstance shall not be deemed a waiver of compliance with the procedures of Section 2.07(b) in any other circumstance.

Voluntary Conversion and Continuation of Advances. (a1) Prior to the Facility Maturity Date, the Borrowers Borrower shall have the option with respect to any outstanding AdvanceAdvance (other than any Advance which is part of a Designated Series Borrowing whose Designated Series Maturity Date has occurred), (i) so long as no Event of Default has occurred and is continuing, to Convert all or any portion thereof which constitutes Base Rate Advances to Eurodollar Rate Advances on any Interest Payment Date; (ii) to Convert all or any portion of any outstanding Eurodollar Rate Advances to Base Rate Advances upon the expiration date of the Interest Period applicable to such Eurodollar Rate Advances; or (iii) so long as no Event of Default has occurred and is continuing, to Continue all or any portion of such Eurodollar Rate Advances as Eurodollar Rate Advances upon the expiration of the Interest Periods applicable to any outstanding Eurodollar Rate Advances. In addition, prior to the Facility Maturity Date the Borrower shall have the option with respect any outstanding Advance (other than any Advance which is a part of a Designated -11- Series Borrowing whose Designated Series Maturity Date has occurred) owed to a Conduit Lender (i) to Convert all or any portion thereof which constitutes a Base Rate Advance to a Commercial Paper Rate Advance upon any Business Day; or (ii) to Convert all or any portion thereof which constitutes a Eurodollar Rate Advance to a Commercial Paper Rate Advance upon the expiration date of the Interest Period applicable to such Eurodollar Rate Advance; PROVIDED that no such Advance may be Converted to a Commercial Paper Rate Advance pursuant to this sentence if such Conduit Lender shall have given the Administrative Agent a notice (which has not been withdrawn by further notice to the Administrative Agent) that it has ceased to (or will not) for any reason fund its making or maintenance of such Advances or a portion thereof with Commercial Paper Notes (including by reason of its obtaining Support Advances). Notwithstanding the foregoing, (i) the Borrower shall in no event Convert or Continue all or any portion of any Advance unless each other Advance of the same Type comprised by the Borrowing that includes that Advance is correspondingly Converted or Continued, as applicable; PROVIDED that Advances owed to a Conduit Lender may be Converted to Commercial Paper Rate Advances although other Advances of the same Type and comprising the same Borrowing owed to Lenders which are not Conduit Lenders are not correspondingly Converted, and (ii) an Advance which is required to be converted pursuant to SECTION 2.07(c) may not later be Converted into or Continued as a Eurodollar Rate Advance if the Interest Period applicable thereto would end after the date on which such repayment is required to be made. The Borrowers' Borrower's right to Convert or Continue Advances pursuant to this Section 2.07 SECTION 2.08 shall be understood to include the right (i) to divide any Borrowing into two or more Borrowings having aggregate principal equal to the principal of such Borrowing or (ii) to combine any two or more Borrowings into a single Borrowing having principal equal to the aggregate principal of such Borrowings. If, after giving effect to any combination or division of Borrowings as contemplated by this Section 2.07(aSECTION 2.08(a), the aggregate unpaid principal amount of the Advances constituting a Borrowing is less than $5,000,000, those Advances may not be Converted into or Continued as Eurodollar Rate Advances. (b2) To Convert or Continue any Advance under Section 2.07(aSECTION 2.08(a), the Borrowers Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent not later than 2:00 4:00 p.m. (New York City time) on (i) the fourth third Business Day prior to the date of the proposed Conversion/Continuation if such Advance is to be Converted into or Continued as a Eurodollar Rate Advance or if the Advance is to be Converted from a Eurodollar Rate Advance into any other Type of Advance, and (ii) the Business Day prior to the date of the proposed Conversion/Continuation in any other case. If a Notice of Conversion/Continuation is transmitted by telecopy, the Borrowers Borrower shall promptly provide written confirmation thereof to the Administrative Agent. If the Administrative Agent receives such a Notice of Conversion/Continuation at or before 4:00 p.m. (New York City time) on a Business Day, it shall provide each Agent Lender with a copy thereof on such Business Day, and otherwise it shall provide each Agent Lender with a copy thereof at or before 1:00 p.m. (New York City time) thereon on the following Business Day. Each Agent shall promptly provide to each Lender in its Lender Group a copy of each Notice of Conversion/Continuation received by it. Each Notice of Conversion/Continuation shall be in the form attached hereto as Exhibit EXHIBIT C and shall specify (i) the date of such proposed Conversion/Continuation (which shall be a Business Day), (ii) the Advances to be Converted and/or Continued, (iii) the principal amount of the Advances to be Converted and/or Continued, and (iv) whether such Advance is to be Converted or Continued and (iv) if any portion of such Advance is to be Converted or Continued as a Eurodollar Rate Advance, the Interest Period with respect theretoContinued. Any Notice of Conversion/Continuation shall be irrevocable, and the Borrowers Borrower shall be bound to Convert or to Continue the Advances in accordance therewith. If the Borrowers Borrower shall fail to deliver a Notice of Conversion/Continuation to the Administrative Agent as aforesaid with respect to any Type of Advance, such Advance shall automatically be Continued as the same Type of Advance if otherwise permitted by this Agreement on the last day of the then existing Interest Period therefor or if, not permitted to be so Continued, shall automatically Convert to a Base Rate Advance on such date. (c3) Notwithstanding any provision of Section 2.07(bSECTION 2.08(b) to the contrary, the Administrative Agent may, in its sole discretion, accept and act without liability upon the basis of a telephonic notice of Conversion/Continuation (which notice shall be irrevocable and shall be promptly confirmed by a written Notice of Conversion/Continuation sent by facsimile) believed by the Administrative Agent in good faith to be from an Authorized Officer of the BorrowersBorrower. The Administrative Agent's records regarding the terms of such telephone notice of such borrowing shall be presumptively correct absent manifest error. The fact that the Administrative Agent may so act in any circumstance shall not be deemed a waiver of compliance with the procedures of Section 2.07(bSECTION 2.08(b) in any other circumstance.