Conversion and Continuation Procedures Clause Samples

Conversion and Continuation Procedures. (i) Subject to Section 2.2(a), Borrower may, upon irrevocable written notice to Agent in accordance with clause (b) below: (1) elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than $1,000,000 a higher integral multiple of $500,000) into Loans of the other type; or (2) elect, as of the last day of the applicable Term SOFR Interest Period, to continue any SOFR Loans bearing interest based on Term SOFR having Term SOFR Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $1,000,000 or a higher integral multiple of $500,000) for a new Term SOFR Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of SOFR Loans bearing interest based on Term SOFR shall be at least $1,000,000 and an integral multiple of $500,000. (ii) Borrower shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F or telephonic notice (followed immediately by a Notice of Conversion/Continuation) to Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 10:00 A.M., Chicago time, on the proposed date of such conversion and (ii) in the case of conversion into or continuation of SOFR Loans, 10:00 A.M., Chicago time, at least three (3) Business Days prior to the proposed date of such conversion or continuation, specifying in each case:

Conversion and Continuation Procedures. (a) Subject to Section 2.2.1, the Company may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (i) elect, as of any Business Day, to convert any Revolving Loans denominated in U.S. Dollars (or any part thereof in an aggregate amount not less than the applicable Borrowing Minimum or a higher integral multiple equal to the applicable Borrowing Multiple) into Loans of another Type denominated in U.S. Dollars; provided that a LIBOR Loan may only be converted on the expiration of the Interest Period applicable to such LIBOR Loan unless the Company shall pay all amounts due hereunder in connection with any such conversion; or (ii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR, EURIBOR or CDOR Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than the applicable Borrowing Minimum or a higher integral multiple equal to the applicable Borrowing Multiple) for a new Interest Period; provided that if an Unmatured Event of Default or Event of Default shall have occurred and be continuing at the end of any Interest Period, (A) no outstanding Borrowing denominated in U.S. Dollars may be converted to or continued as a LIBOR Borrowing, (B) unless repaid, each LIBOR Borrowing denominated in U.S. Dollars shall be converted to a Base Rate Borrowing at the end of the Interest Period applicable thereto and (C) unless repaid, each LIBOR, EURIBOR and CDOR Borrowing denominated in an Alternative Currency shall be continued as a LIBOR, EURIBOR or CDOR Borrowing, as applicable, with an Interest Period of one month’s duration. (b) The Company shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit E to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 12:00 P.M., Local Time, three Business Days prior to the proposed date of such conversion, (ii) in the case of conversion into or continuation of LIBOR Loans denominated in U.S. Dollars, 12:00 P.M., Local Time, at least three Business Days prior to the proposed date of such conversion or continuation and (iii) in the case of continuation of Loans denominated in an Alternative Currency, 12:00 P.M., Local Time, at least four Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (i) the proposed dat...

Conversion and Continuation Procedures. (a) Subject to the provisions of Section 2.2.1, the Company may, upon irrevocable written notice (or telephonic notice (followed promptly by written confirmation thereof)) to the Administrative Agent in accordance with clause (b) below: (i) elect, as of any Business Day, to convert any outstanding Loan into a Loan of a different type; or (ii) elect, as of the last day of the applicable Interest Period, to continue any Group of Eurodollar Loans having an Interest Period expiring on such day (or any part thereof in an aggregate amount not less than (x) in the case of Eurodollar Loans to be made to the Company, $3,000,000 and an integral multiple of $1,000,000 in excess thereof, for a new Interest Period (or, in any event, $486,827,669). (b) The Company shall give notice to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 1:30 p.m. (New York City time) on the proposed date of such conversion; and (ii) in the case of a conversion into or continuation of Eurodollar Loans, 2:00 p.m. (Local Time) at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (1) the proposed date of conversion or continuation; (2) [reserved]; (3) the aggregate amount of Loans to be converted or continued; (4) the type of Loans resulting from the proposed conversion or continuation; and (5) in the case of conversion into, or continuation of, Eurodollar Loans, the duration of the requested Interest Period therefor. (c) If upon expiration of any Interest Period applicable to any Eurodollar Loan, the Company has failed to select timely a new Interest Period to be applicable to such Eurodollar Loan, the Company shall be deemed to have elected to continue such Eurodollar Loan with a one-month Interest Period effective on the last day of such Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2 or, if no timely notice is provided by the Company, of the details of any automatic continuation. (e) Unless the Required Lenders otherwise consent, during the existence of any Event of Default or Unmatured Event of Default, the Company may not elect to have a Loan converted into or continued as a Eurodollar Loan.

Conversion and Continuation Procedures. The Company may convert all or part of any outstanding Loans to Loans of a different type, or may elect to continue any Fixed Rate Loans for an additional Interest Period, by giving notice to the Relevant Bank of such Conversion or Continuation within the time periods specified in Section 1.4. If, with respect to any Fixed Rate Loan, the Company shall not either repay the Loan in full by 2:00 p.m., Cleveland time, on the last day of the Interest Period applicable thereto or give notice of its intention to Convert or Continue such Fixed Rate Loan within the time periods specified in Section 1.4, then the Company shall be deemed to have requested that such Loan automatically be converted into a Base Rate Loan at the end of such Interest Period (and such Loan shall automatically so Convert into a Base Rate Loan at the end of such Interest Period). Except as provided in Section 7.4, no Fixed Rate Loans shall be Converted on any day other than the last day of the current Interest Period relating to such Loans.

Conversion and Continuation Procedures. Upon notice to the Bank as set forth above, the Borrower may, subject to terms and conditions of this Agreement, (a) elect, as of any Business Day, to convert any Base Rate Loan into a LIBOR Loan; or (b) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day for a new Interest Period, or to convert any such LIBOR Loan into a Base Rate Loan. Such notice shall, in the case of a conversion into a Base Rate Loan, be given before 11:00 a.m., Chicago time, on the proposed date of such conversion, and in the case of conversion into, or continuation of, LIBOR Loans, be given before 11:00 a.m., Chicago time, at least three (3) Business Days prior to the proposed date of such conversion or continuation, specifying in each case: (i) the proposed date of conversion or continuation; (ii) the aggregate amount of Loans to be converted or continued; (iii) the type of Loans resulting from the proposed conversion or continuation; and (iv) in the case of conversion into, or continuation of, LIBOR Loans, the duration of the requested Interest Period therefor. If upon the expiration of any Interest Period applicable to LIBOR Loans, the Borrower has failed to select timely a new Interest Period to be applicable to such LIBOR Loans, the Borrower shall be deemed to have elected to convert such LIBOR Loans into Base Rate Loans effective on the last day of such Interest Period. Any conversion of a LIBOR Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 2.3(a).

Conversion and Continuation Procedures. (i) Subject to Section 2.2(a), Borrower may, upon irrevocable written notice to Agent in accordance with clause (b) below: (1) elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than $1,000,000 a higher integral multiple of $500,000) into Loans of the other type; or (2) elect, as of the last day of the applicable Term SOFR Interest Period, to continue any SOFR Loans bearing interest based on Term SOFR having Term SOFR Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $1,000,000 or a higher integral multiple of $500,000) for a new Term SOFR Interest Period; provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of SOFR Loans bearing interest based on Term SOFR shall be at least $1,000,000 and an integral multiple of $500,000. (ii) Borrower shall give written notice (each such written notice, a “

Conversion and Continuation Procedures. (1) Subject to the provisions of Section 2.2.1, the applicable Borrower may, upon irrevocable written notice (or in the case of a borrowing denominated in Dollars, telephonic notice (followed promptly by written confirmation thereof)) to the Administrative Agent in accordance with clause (b) below: (i) elect, as of any Business Day, to convert any outstanding Loan denominated in Dollars into a Loan of a different type; or (ii) elect, as of the last day of the applicable Interest Period, to continue any Group of Eurodollar Loans having an Interest Period expiring on such day (or any part thereof in an aggregate amount such that the Dollar Equivalent thereof is not less than (x) in the case of Eurodollar Loans to be made to the Company, $3,000,000 and an integral multiple of $1,000,000 in excess thereof, and (y) in the case of Eurodollar Loans to be made to a Subsidiary Borrower, $1,000,000 and an integral multiple of $250,000 in excess thereof) for a new Interest Period.

Conversion and Continuation Procedures. (a) Subject to the provisions of Section 2.2.1, the Company may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below: (i) elect, as of any Business Day, to convert any outstanding Loan into a Loan of the other type; or (ii) elect, as of the last day of the applicable Interest Period, to continue any Group of Eurodollar Loans having an Interest Period expiring on such day (or any part thereof in an aggregate amount not less than $1,000,000 or a higher integral multiple of $500,000) for a new Interest Period. (b) The Company shall give written or telephonic (followed promptly by written confirmation thereof) notice to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 10:00 a. m., Chicago time, on the proposed date of such conversion; and

Conversion and Continuation Procedures. (a) Subject to the provisions of Section 2.2.1, the applicable Borrower may, upon irrevocable notice to the Administrative Agent in accordance with clause (b) below: (i) elect, as of any Business Day, to convert any outstanding Revolving Loan denominated in Dollars or Canadian Dollars or any outstanding Term Loan into a Revolving Loan or Term Loan, as applicable, of another Type applicable thereto; or (ii) elect, as of the last day of the applicable Interest Period, to continue any Borrowing of Term SOFR Loans or Alternative Currency Term Rate Loans having an Interest Period expiring on such day (or any part thereof in an aggregate amount not less than the Dollar Equivalent Amount of $3,000,000 or a higher integral multiple of 500,000 units of the Applicable Currency) for a new Interest Period. (b) The applicable Borrower shall give notice to the Administrative Agent of each proposed conversion or continuation, which may be given by: (A) telephone or (B) a Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Loan Notice. Each such Loan Notice must be received by the Administrative Agent not later than (i) in the case of conversion into Base Rate Loans, 10:00 a.m. on the proposed date of such conversion; (ii) in the case of conversion into Canadian Prime Rate Loans, 10:00 a.m. on the proposed date of such conversion; (iii) in the case of conversion into Daily Simple SOFR Loans, 10:00 a.m. (Local Time) on the proposed date of such conversion, (iv) in the case of a conversion into or continuation of Term SOFR Loans, 10:00 a.m. (Local Time) at least three (3) Business Days prior to the proposed date of such conversion or continuation and (v) in the case of a conversion into or continuation of Alternative Currency Term Rate Loans, 10:00 a.m. (Local Time) at least three (3) Business Days (or five (5) Business Days in the case of a Special Notice Currency) prior to the proposed date of such conversion or continuation: (1) the proposed date of conversion or continuation; (2) the aggregate amount and currency of Loans to be converted or continued; (3) the Type of Loans resulting from the proposed conversion or continuation; (4) in the case of conversion into or continuation of Term SOFR Loans or Alternative Currency Term Rate Loans, the duration of the requested Interest Period therefor; and (5) whether the conversion or continuation applies to Term Loans or Revolving Loans. (c) If upon expiration ...