Conversion and Continuation of Outstanding Advances. Base Rate Advances shall continue as Base Rate Advances unless and until such Base Rate Advances are converted into Eurocurrency Ratable Advances pursuant to this Section 2.02.4 or are prepaid in accordance with Section 2.08. Each Eurocurrency Ratable Advance shall continue as a Eurocurrency Ratable Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time: (a) each such Eurocurrency Ratable Advance denominated in Dollars shall be automatically converted into a Base Rate Advance unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period; and (b) each such Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars shall continue as a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency Interest Period of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period. Subject to the terms of Section 2.07, the Borrower may elect from time to time to convert all or any part of a Ratable Advance of any Type into any other Type or Types of Advances denominated in the same or any other Agreed Currency; provided that any conversion of any Eurocurrency Ratable Advance made on any day other than the last day of the Eurocurrency Interest Period applicable thereto shall be subject to Section 2.22. The Borrower shall give the Agent irrevocable notice (a “Conversion/Continuation Notice”) of each conversion of a Eurocurrency Ratable Advance or continuation of a Eurocurrency Ratable Advance not later than 10:00 a.m. (Chicago time) at least one Business Day, in the case of a conversion into a Base Rate Advance or three Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable Advance, prior to the date of the requested conversion or continuation, specifying: (i) the requested date, which shall be a Business Day, of such conversion or continuation, (ii) the aggregate amount and Type of the Ratable Advance which is to be converted or continued, and (iii) the Agreed Currency of any Ratable Advance which is to be converted into or continued as a Eurocurrency Ratable Advance and the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case of Loans that are Eurocurrency Ratable Loans, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised of Base Rate Loans.
Appears in 5 contracts
Samples: Credit Agreement (Emerson Electric Co), Credit Agreement (Emerson Electric Co), Long Term Credit Agreement (Emerson Electric Co)
Conversion and Continuation of Outstanding Advances. Base Floating Rate Advances shall continue as Base Floating Rate Advances unless and until such Base Floating Rate Advances are converted into Eurocurrency Ratable Advances pursuant to this Section 2.02.4 or are prepaid in accordance with Section 2.08LIBOR Rate Advances. Each Eurocurrency Ratable LIBOR Rate Advance shall continue as a Eurocurrency Ratable LIBOR Rate Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
(a) each time such Eurocurrency Ratable LIBOR Rate Advance denominated in Dollars shall be automatically converted into as a Base LIBOR Rate Advance Advance, but with an Interest Period of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the Borrower shall have given the Administrative Agent an irrevocable notice (a “Conversion/Continuation Notice (as defined belowNotice”) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable LIBOR Rate Advance either continue as a Eurocurrency Ratable LIBOR Rate Advance for the same or another Eurocurrency Interest Period; and
(b) each such Eurocurrency Ratable Period or be converted to an Advance denominated in an Agreed Currency other than Dollars shall continue as a Eurocurrency Ratable Advance of another Type. Notwithstanding the provision for automatic conversion in the same Agreed Currency with a Eurocurrency Interest Period foregoing sentence, if the effective date of any such automatic conversion is less than one month unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) prior to the Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Periodthen-current Facility Termination Date, such Eurocurrency Ratable LIBOR Rate Advance continue as shall be automatically converted into a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest PeriodFloating Rate Advance. Subject to the terms of Section 2.072.7, the Borrower may elect from time to time to convert all or any part of a Ratable an Advance of any Type into any other Type or Types of Advances denominated in the same or any other Agreed CurrencyAdvances; provided that that, if any conversion of any Eurocurrency Ratable LIBOR Rate Advance shall be made on any day other than the last day of the Eurocurrency Interest Period applicable thereto thereto, the Borrower shall be subject obligated to pay the amounts, if any, payable pursuant to Section 2.223.4. The Borrower shall give the Administrative Agent irrevocable notice (a “Conversion/Continuation Notice”) of Notice regarding each conversion of an Advance to a Eurocurrency Ratable LIBOR Rate Advance or continuation of a Eurocurrency Ratable LIBOR Rate Advance not later than 10:00 11:00 a.m. (Chicago Cleveland time) ), at least one Business Day, in the case of a conversion into a Base Rate Advance or three (3) Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable LIBOR Rate Advance, prior to the date of the requested conversion or continuation, specifying:
(i) the requested date, date which shall be a Business Day, of such conversion or continuation,;
(ii) the aggregate amount and Type of the Ratable Advance which is to be converted or continued, ; and
(iii) the Agreed Currency amount and Type(s) of any Ratable Advance(s) into which such Advance which is to be converted into or continued as a Eurocurrency Ratable Advance and the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (orand, in the case of Loans that are Eurocurrency Ratable Loansa conversion into or continuation of a LIBOR Rate Advance, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised duration of Base Rate Loansthe Interest Period applicable thereto.
Appears in 4 contracts
Samples: Credit Agreement (InvenTrust Properties Corp.), Credit Agreement (InvenTrust Properties Corp.), Credit Agreement (Inland Real Estate Income Trust, Inc.)
Conversion and Continuation of Outstanding Advances. Each Alternate Base Rate Advances Advance shall continue as an Alternate Base Rate Advances Advance unless and until such Alternate Base Rate Advances are Advance is converted into a Eurocurrency Ratable Advances Advance pursuant to this Section 2.02.4 2.9 or are prepaid is repaid in accordance with Section 2.082.7. Each Eurocurrency Ratable Advance shall continue as a Eurocurrency Ratable Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
(a) each time such Eurocurrency Ratable Advance Advance, if denominated in Dollars shall be automatically converted into a an Alternate Base Rate Advance or, if denominated in a Committed Currency, be exchanged for an Equivalent amount of Dollars and converted into an Alternate Base Rate Advance, unless (xa) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.7 or (yb) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period; and
(b) each such Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars shall continue as a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency Interest Period of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period. Subject to the terms of Section 2.072.6, the applicable Borrower may elect from time to time to convert all or any part of an Alternate Base Rate Advance into a Eurocurrency Advance denominated in Dollars. Subject to the payment of any funding indemnification amounts required by Section 3.4, the applicable Borrower may elect from time to time to convert all or any part of a Ratable Eurocurrency Advance of any Type into any other Type or Types of Advances denominated in the same or any other Agreed Currency; provided that any conversion of any Eurocurrency Ratable Advance made on any day other than the last day of the Eurocurrency Interest Period applicable thereto shall be subject to Section 2.22Dollars into an Alternate Base Rate Advance. The applicable Borrower shall give the Administrative Agent irrevocable notice (a “Conversion/Continuation Notice”) of each (x) conversion of an Alternate Base Rate Advance into a Eurocurrency Advance or the continuation of a Eurocurrency Advance as a new Eurocurrency Advance not later than 11:00 a.m. (New York time) at least three (3) Business Days prior to the date of the requested conversion or continuation and (y) conversion of a Eurocurrency Ratable Advance or continuation of a Eurocurrency Ratable Advance into an Alternate Base Rate Advance, not later than 10:00 a.m. 12:00 p.m. (Chicago New York time) at least one on the date of the requested conversion, in each case specifying:
(a) the requested date of such conversion or continuation, which shall be a Business Day, in ;
(b) the case aggregate amount and Type of a conversion the Advance which is to be converted or continued; and
(c) the amount and Type(s) of Advance(s) into a Base Rate which such Advance is to be converted or three Business Dayscontinued and, in the case of a conversion into or continuation of a Eurocurrency Ratable Advance, prior to the date duration of the requested conversion or continuation, specifying:
(i) the requested date, which shall be a Business Day, of such conversion or continuation,
(ii) the aggregate amount and Type of the Ratable Advance which is to be converted or continued, and
(iii) the Agreed Currency of any Ratable Advance which is to be converted into or continued as a Eurocurrency Ratable Advance and the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply which shall end on or prior to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case of Loans that are Eurocurrency Ratable Loans, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised of Base Rate Loanslatest Facility Termination Date.
Appears in 4 contracts
Samples: Five Year Credit Agreement (Aon PLC), Five Year Credit Agreement (Aon PLC), Credit Agreement (Aon PLC)
Conversion and Continuation of Outstanding Advances. Base Each Floating Rate Advances Advance shall continue as Base a Floating Rate Advances Advance unless and until such Base Rate Advances are converted into a Eurocurrency Ratable Advances Advance pursuant to this Section 2.02.4 2.9 or are prepaid repaid in accordance with Section 2.082.7. Each Eurocurrency Ratable Advance shall continue as a Eurocurrency Ratable Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
(ai) each such in the case of a Eurocurrency Ratable Advance denominated in Dollars Dollars, such Advance shall be automatically converted into a Base Floating Rate Advance unless (x) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.7 or (y) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance either continue as a Eurocurrency Ratable Advance for the same a new Interest Period or another Eurocurrency Interest Periodbe converted into a Floating Rate Advance; and
(bii) each such in the case of a Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars Dollars, if the Administrative Agent has not received a Conversion/Continuation Notice (as defined below) prior to 11:00 a.m. Local Time, three Business Days prior to the last day of any Interest Period, such Advance shall automatically continue as a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency an Interest Period of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.7 or (y) the applicable Borrower shall have given the Administrative Agent a timely Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency a new Interest Period. Subject to the terms of Section 2.072.6, the any Borrower may elect from time to time to convert all or any part of a Ratable an Advance of any Type into any to such Borrower denominated in Dollars to the other Type of Advance denominated in Dollars or Types of Advances denominated to continue any Eurocurrency Advance to such Borrower for a new Interest Period in the same or any other Agreed Currency; provided that any conversion or continuation of any Eurocurrency Ratable Advance shall be made on any day other than on, and only on, the last day of the Eurocurrency an Interest Period applicable thereto shall be subject to Section 2.22thereto. The applicable Borrower shall give the Administrative Agent irrevocable notice (a “Conversion/Continuation Notice”) of each conversion of a Eurocurrency Ratable an Advance or continuation of a Eurocurrency Ratable Advance not later than 10:00 a.m. (Chicago timeLocal Time) at least one Business Day, in the case of a conversion into a Base Floating Rate Advance or Advance, three Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable AdvanceAdvance denominated in Dollars, or four Business Days, in the case of a conversion into or continuation of a Eurocurrency Advance denominated in an Agreed Currency other than Dollars, prior to the date of the requested conversion or continuation, specifying:
(i) the requested date, which shall be a Business Day, of such conversion or continuation,; and
(ii) the aggregate Agreed Currency, amount and Type of the Ratable Advance into which such Advance is to be converted or continued, continued and
(iii) the Agreed Currency of any Ratable Advance which is to be converted into or continued as a Eurocurrency Ratable Advance and the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case of Loans that are a conversion into or continuation of a Eurocurrency Ratable LoansAdvance, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised duration of Base Rate Loansthe Interest Period applicable thereto.
Appears in 4 contracts
Samples: 364 Day Credit Agreement (Bemis Co Inc), Long Term Credit Agreement (Bemis Co Inc), Long Term Credit Agreement (Bemis Co Inc)
Conversion and Continuation of Outstanding Advances. Each Alternate Base Rate Advances Advance shall continue as an Alternate Base Rate Advances Advance unless and until such Alternate Base Rate Advances are Advance is converted into Eurocurrency Ratable Advances a Term SOFR Advance pursuant to this Section 2.02.4 2.9 or are prepaid is repaid in accordance with Section 2.082.7. Each Eurocurrency Ratable XXXXX Advance shall continue as a Eurocurrency Ratable XXXXX Advance unless and until such XXXXX Advance is repaid in accordance with Section 2.7. Each Term SOFR Advance shall continue as a Term SOFR Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
(a) each time such Eurocurrency Ratable Term SOFR Advance denominated in Dollars shall be automatically converted into a an Alternate Base Rate Advance Advance, unless (xa) such Eurocurrency Ratable Term SOFR Advance is or was prepaid repaid in accordance with Section 2.08 2.7 or (yb) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Term SOFR Advance continue as a Eurocurrency Ratable Term SOFR Advance for the same or another Eurocurrency Interest Period; and
(b) each such . Each Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars shall continue as a Eurocurrency Ratable Advance in until the same Agreed Currency with a Eurocurrency end of the then applicable Interest Period therefor, at which time such Eurocurrency Advance shall be exchanged for an Equivalent amount of one month Dollars and converted into an Alternate Base Rate Advance, unless (xa) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.7 or (yb) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period. Subject to the terms of Section 2.072.6, the applicable Borrower may elect from time to time to convert all or any part of an Alternate Base Rate Advance into a Term SOFR Advance. Subject to the payment of any funding indemnification amounts required by Section 3.4, the applicable Borrower may elect from time to time to convert all or any part of a Ratable Term SOFR Advance of any Type into any other Type or Types of Advances denominated in the same or any other Agreed Currency; provided that any conversion of any Eurocurrency Ratable Advance made on any day other than the last day of the Eurocurrency Interest Period applicable thereto shall be subject to Section 2.22an Alternate Base Rate Advance. The applicable Borrower shall give the Administrative Agent irrevocable notice (a “Conversion/Continuation Notice”) of each (x) conversion of an Alternate Base Rate Advance into a Eurocurrency Ratable Term SOFR Advance or the continuation of a Term SOFR Advance as a new Term SOFR Advance or a Eurocurrency Ratable Advance as a new Eurocurrency Advance not later than 10:00 11:00 a.m. (Chicago New York time) at least one three (3) RFR Business Day, Days (or in the case of a Eurocurrency Advance, at least three (3) Business Days) prior to the date of the requested conversion or continuation and (y) conversion of a Term SOFR Advance into a an Alternate Base Rate Advance, not later than 12:00 p.m. (New York time) on the date of the requested conversion, in each case specifying:
(a) the requested date of such conversion or continuation, which shall be a Business Day;
(b) the aggregate amount and Type of the Advance which is to be converted or three Business Dayscontinued; and
(c) the amount and Type(s) of Advance(s) into which such Advance is to be converted or continued and, in the case of a conversion into or continuation of a Term SOFR Advance or Eurocurrency Ratable Advance, prior to the date duration of the requested conversion or continuation, specifying:
(i) the requested date, which shall be a Business Day, of such conversion or continuation,
(ii) the aggregate amount and Type of the Ratable Advance which is to be converted or continued, and
(iii) the Agreed Currency of any Ratable Advance which is to be converted into or continued as a Eurocurrency Ratable Advance and the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply which shall end on or prior to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case of Loans that are Eurocurrency Ratable Loans, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised of Base Rate Loanslatest Facility Termination Date.
Appears in 4 contracts
Samples: Credit Agreement (Aon PLC), Credit Agreement (Aon PLC), Credit Agreement (Aon PLC)
Conversion and Continuation of Outstanding Advances. Base Floating Rate Advances of a Class shall continue as Base Floating Rate Advances of such Class unless and until such Base Floating Rate Advances are converted into Eurocurrency Ratable LIBOR Rate Advances pursuant to this Section 2.02.4 or are prepaid in accordance with Section 2.08of the same Class. Each Eurocurrency Ratable LIBOR Rate Advance of a Class shall continue as a Eurocurrency Ratable LIBOR Rate Advance of such Class until the end of the then applicable Eurocurrency Interest Period therefortherefore, at which time:
(a) each time such Eurocurrency Ratable LIBOR Rate Advance denominated in Dollars shall be automatically converted into a Base Floating Rate Advance of the same Class unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the Borrower shall have given the Administrative Agent a “Conversion/Continuation Notice (as defined below) Notice” requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable LIBOR Rate Advance either continue as a Eurocurrency Ratable LIBOR Rate Advance of the same Class for the same or another Eurocurrency Interest Period; and
(b) each such Eurocurrency Ratable Period or be converted to an Advance denominated in an Agreed Currency other than Dollars shall continue as a Eurocurrency Ratable Advance in of another Type but of the same Agreed Currency with a Eurocurrency Interest Period of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest PeriodClass. Subject to the terms of Section 2.072.7, the Borrower may elect from time to time to convert all or any part of a Ratable Floating Rate Advance of any Type a Class into any other Type or Types a LIBOR Rate Advance of Advances denominated in the same or any other Agreed CurrencyClass and vice versa; provided that any conversion of any Eurocurrency Ratable LIBOR Rate Advance shall be made on any day other than on, and only on, the last day of the Eurocurrency Interest Period applicable thereto shall be subject to Section 2.22thereto. The Borrower shall give the Administrative Agent irrevocable notice (a “Conversion/Continuation Notice”) of each conversion of an Advance to a Eurocurrency Ratable LIBOR Rate Advance or continuation of a Eurocurrency Ratable LIBOR Rate Advance not later than 10:00 a.m. (Chicago Cleveland, Ohio time) ), at least one Business Day, in the case of a conversion into a Base Rate Advance or three Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable LIBOR Rate Advance, prior to the date of the requested conversion or continuation, specifying:
(i) the requested date, date which shall be a Business Day, of such conversion or continuation,;
(ii) the aggregate amount and Type of the Ratable Advance which is to be converted or continued, and;
(iii) the Agreed Currency Class of any Ratable Advance which is to be converted or continued; and
(iv) the amount and Type(s) of Advance(s) into which such Advance is to be converted or continued as a Eurocurrency Ratable Advance and the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (orand, in the case of Loans that are Eurocurrency Ratable Loansa conversion into or continuation of a LIBOR Rate Advance, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised duration of Base Rate Loansthe Interest Period applicable thereto.
Appears in 4 contracts
Samples: Credit Agreement (Kite Realty Group, L.P.), Credit Agreement (Retail Properties of America, Inc.), Credit Agreement (Retail Properties of America, Inc.)
Conversion and Continuation of Outstanding Advances. Base Each Floating Rate Advances Advance shall continue as Base a Floating Rate Advances Advance unless and until such Base Rate Advances are converted into a Eurocurrency Ratable Advances Advance pursuant to this Section 2.02.4 2.9 or are prepaid repaid in accordance with Section 2.082.7; provided that Swingline Loans may not be converted into a Eurocurrency Advance. Each Eurocurrency Ratable Advance shall continue as a Eurocurrency Ratable Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
(ai) each such in the case of a Eurocurrency Ratable Advance denominated in Dollars Dollars, such Advance shall be automatically converted into a Base Floating Rate Advance unless (x) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.7 or (y) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance either continue as a Eurocurrency Ratable Advance for the same a new Interest Period or another Eurocurrency Interest Periodbe converted into a Floating Rate Advance; and
(bii) each such in the case of a Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars Dollars, if the Administrative Agent has not received a Conversion/Continuation Notice (as defined below) prior to 11:00 a.m. Local Time, three Business Days prior to the last day of any Interest Period, such Advance shall automatically continue as a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency an Interest Period of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.7 or (y) the applicable Borrower shall have given the Administrative Agent a timely Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency a new Interest Period. Subject to the terms of Section 2.072.6, the any Borrower may elect from time to time to convert all or any part of a Ratable an Advance of any Type into any to such Borrower denominated in Dollars to the other Type of Advance denominated in Dollars or Types of Advances denominated to continue any Eurocurrency Advance to such Borrower for a new Interest Period in the same or any other Agreed Currency; provided that any conversion or continuation of any Eurocurrency Ratable Advance shall be made on any day other than on, and only on, the last day of the Eurocurrency an Interest Period applicable thereto shall be subject to Section 2.22thereto. The applicable Borrower shall give the Administrative Agent irrevocable notice (a “Conversion/Continuation Notice”) of each conversion of a Eurocurrency Ratable an Advance or continuation of a Eurocurrency Ratable Advance not later than 10:00 a.m. (Chicago timeLocal Time) at least one Business Day, in the case of a conversion into a Base Floating Rate Advance or Advance, three Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable AdvanceAdvance denominated in Dollars, or four Business Days, in the case of a conversion into or continuation of a Eurocurrency Advance denominated in an Agreed Currency other than Dollars, prior to the date of the requested conversion or continuation, specifying:
(i) the requested date, which shall be a Business Day, of such conversion or continuation,; and
(ii) the aggregate Agreed Currency, amount and Type of the Ratable Advance into which such Advance is to be converted or continued, continued and
(iii) the Agreed Currency of any Ratable Advance which is to be converted into or continued as a Eurocurrency Ratable Advance and the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case of Loans that are a conversion into or continuation of a Eurocurrency Ratable LoansAdvance, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised duration of Base Rate Loansthe Interest Period applicable thereto.
Appears in 3 contracts
Samples: Credit Agreement (Bemis Co Inc), Long Term Credit Agreement (Bemis Co Inc), Long Term Credit Agreement (Bemis Co Inc)
Conversion and Continuation of Outstanding Advances. Base Floating Rate Advances shall continue as Base Floating Rate Advances unless and until such Base Floating Rate Advances are converted into Eurocurrency Ratable Advances pursuant to this Section 2.02.4 or are prepaid in accordance with Section 2.08LIBOR Rate Advances. Each Eurocurrency Ratable LIBOR Rate Advance shall continue as a Eurocurrency Ratable LIBOR Rate Advance until the end of the then applicable Eurocurrency LIBOR Interest Period therefor, at which time:
(a) each time such Eurocurrency Ratable LIBOR Rate Advance denominated in Dollars shall be automatically converted into a Base Floating Rate Advance unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency LIBOR Interest Period, such Eurocurrency Ratable LIBOR Rate Advance either continue as a Eurocurrency Ratable LIBOR Rate Advance for the same or another Eurocurrency Interest Period; and
(b) each such Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars shall continue as a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency Interest Period or be converted to an Advance of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest PeriodType. Subject to the terms of Section 2.072.6, the Borrower may elect from time to time to convert all or any part of a Ratable an Advance of any Type into any other Type or Types of Advances denominated in the same or any other Agreed CurrencyAdvances; provided that any conversion of any Eurocurrency Ratable LIBOR Rate Advance shall be made on any day other than on, and only on, the last day of the Eurocurrency Interest Period applicable thereto shall be subject to Section 2.22thereto. The Borrower shall give the Administrative Agent irrevocable notice (a “"Conversion/Continuation Notice”") of each conversion of an Advance to a Eurocurrency Ratable LIBOR Rate Advance or continuation of a Eurocurrency Ratable LIBOR Rate Advance not later than 10:00 11:00 a.m. (Chicago Cleveland time) ), at least one Business Day, in the case of a conversion into a Base Rate Advance or three Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable LIBOR Rate Advance, prior to the date of the requested conversion or continuation, specifying:
(i) the requested date, date which shall be a Business Day, of such conversion or continuation,;
(ii) the aggregate amount and Type of the Ratable Advance which is to be converted or continued, ; and
(iii) the Agreed Currency amount and Type(s) of any Ratable Advance(s) into which such Advance which is to be converted into or continued as a Eurocurrency Ratable Advance and the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (orand, in the case of Loans that are Eurocurrency Ratable Loansa conversion into or continuation of a LIBOR Rate Advance, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised duration of Base Rate Loansthe LIBOR Interest Period applicable thereto.
Appears in 3 contracts
Samples: Credit Agreement (Glimcher Realty Trust), Credit Agreement (Glimcher Realty Trust), Credit Agreement (Glimcher Realty Trust)
Conversion and Continuation of Outstanding Advances. Base Floating Rate Advances (other than Swing Line Loans) shall continue as Base Floating Rate Advances unless and until such Base Floating Rate Advances are converted into Eurocurrency Ratable Advances pursuant to this Section 2.02.4 2.10 or are prepaid repaid in accordance with Section 2.082.8. Each Eurocurrency Ratable Advance shall continue as a Eurocurrency Ratable Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
(a) each such Eurocurrency Ratable Advance denominated in Dollars shall be automatically converted into a Base Floating Rate Advance unless (x) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.8 or (y) the applicable Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance either continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest PeriodPeriod or be converted into a Floating Rate Advance; and
(b) each such Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars shall automatically continue as a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency an Interest Period of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.8 or (y) the applicable Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) on or before 11:00 a.m. local time three Business Days prior to the end of the current Interest Period requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period. Subject to the terms of Section 2.072.7, the each Borrower may elect from time to time to convert all or any part of an Advance owing by it (other than a Ratable Advance Swing Line Loan) of any Type into any other Type or Types of Advances denominated in the same or any other Agreed Currency; provided that any conversion of any Eurocurrency Ratable Advance shall be made on any day other than on, and only on, the last day of the Eurocurrency Interest Period applicable thereto shall be subject to Section 2.22thereto. The Each Borrower shall give the Agent irrevocable written notice (a “Conversion/Continuation Notice”) of each conversion of a Eurocurrency Ratable an Advance owing by it or continuation of a Eurocurrency Ratable Advance not later than 10:00 11:00 a.m. (Chicago time) at least one Business Day, in the case of a conversion into a Base Floating Rate Advance or Advance, three Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable AdvanceAdvance denominated in Dollars, or four Business Days in the case of a conversion into or continuation of a Eurocurrency Advance denominated in an Agreed Currency other than Dollars, prior to the date of the requested conversion or continuation, specifying:
(i) the requested date, which shall be a Business Day, of such conversion or continuation,, and
(ii) the aggregate Agreed Currency, amount and Type Type(s) of the Ratable Advance(s) into which such Advance which is to be converted or continued, continued and
(iii) the Agreed Currency of any Ratable Advance which is to be converted into or continued as a Eurocurrency Ratable Advance and the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case of Loans that are a conversion into or continuation of a Eurocurrency Ratable LoansAdvance, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised duration of Base Rate Loansthe Interest Period applicable thereto.
Appears in 3 contracts
Samples: Credit Agreement (Modine Manufacturing Co), Credit Agreement (Modine Manufacturing Co), Credit Agreement (Modine Manufacturing Co)
Conversion and Continuation of Outstanding Advances. Base Floating Rate Advances shall continue as Base Floating Rate Advances unless and until such Base Floating Rate Advances are converted into Eurocurrency Ratable Advances pursuant to this Section 2.02.4 or are prepaid in accordance with Section 2.08LIBOR Rate Advances. Each Eurocurrency Ratable LIBOR Rate Advance shall continue as a Eurocurrency Ratable LIBOR Rate Advance until the end of the then applicable Eurocurrency LIBOR Interest Period therefor, at which time:
(a) each time such Eurocurrency Ratable LIBOR Rate Advance denominated in Dollars shall be automatically converted into a Base Floating Rate Advance unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the Borrower shall have given the Administrative Agent a “Conversion/Continuation Notice (as defined below) Notice” requesting that, at the end of such Eurocurrency LIBOR Interest Period, such Eurocurrency Ratable LIBOR Rate Advance either continue as a Eurocurrency Ratable LIBOR Rate Advance for the same or another Eurocurrency Interest Period; and
(b) each such Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars shall continue as a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency LIBOR Interest Period or be converted to an Advance of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest PeriodType. Subject to the terms of Section 2.072.7, the Borrower may elect from time to time to convert all or any part of a Ratable an Advance of any Type into any other Type or Types of Advances denominated in the same or any other Agreed CurrencyAdvances; provided that any conversion of any Eurocurrency Ratable LIBOR Rate Advance shall be made on any day other than on, and only on, the last day of the Eurocurrency Interest Period applicable thereto shall be subject to Section 2.22thereto. The Borrower shall give the Administrative Agent irrevocable notice (a “Conversion/Continuation Notice”) of each conversion of an Advance to a Eurocurrency Ratable LIBOR Rate Advance or continuation of a Eurocurrency Ratable LIBOR Rate Advance not later than 10:00 11:00 a.m. (Chicago Cleveland time) ), at least one Business Day, in the case of a conversion into a Base Rate Advance or three Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable LIBOR Rate Advance, prior to the date of the requested conversion or continuation, specifying:
(i) the requested date, date which shall be a Business Day, of such conversion or continuation,;
(ii) the aggregate amount and Type of the Ratable Advance which is to be converted or continued, ; and
(iii) the Agreed Currency amount and Type(s) of any Ratable Advance(s) into which such Advance which is to be converted into or continued as a Eurocurrency Ratable Advance and the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (orand, in the case of Loans that are Eurocurrency Ratable Loansa conversion into or continuation of a LIBOR Rate Advance, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised duration of Base Rate Loansthe LIBOR Interest Period applicable thereto.
Appears in 3 contracts
Samples: Credit Agreement (Glimcher Realty Trust), Credit Agreement (Glimcher Realty Trust), Credit Agreement (Glimcher Realty Trust)
Conversion and Continuation of Outstanding Advances. Base Floating Rate Advances shall continue as Base Floating Rate Advances unless and until such Base Floating Rate Advances are converted into Eurocurrency Ratable Advances pursuant to this Section 2.02.4 2.10 or are prepaid repaid in accordance with Section 2.082.8. Each Eurocurrency Ratable Advance shall continue as a Eurocurrency Ratable Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
(a) each such Eurocurrency Ratable Advance denominated in Dollars shall be automatically converted into a Base Floating Rate Advance unless (x) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.8 or (y) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance either continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest PeriodPeriod or be converted into a Floating Rate Advance; and
(b) each such Eurocurrency Ratable Multicurrency Advance denominated in an Agreed Currency other than Dollars shall automatically continue as a Eurocurrency Ratable Multicurrency Advance in the same Agreed Currency with a Eurocurrency an Interest Period of one month unless (x) such Eurocurrency Ratable Multicurrency Advance is or was prepaid repaid in accordance with Section 2.08 2.8 or (y) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Multicurrency Advance continue as a Eurocurrency Ratable Multicurrency Advance for the same or another Eurocurrency Interest Period. Subject to the terms of Section 2.07, the Borrower may elect from time to time to convert all or any part of a Ratable Advance of any Type into any other Type or Types of Advances denominated in the same or any other Agreed Currency; provided that any conversion of any Eurocurrency Ratable Advance made on any day other than the last day of the Eurocurrency Interest Period applicable thereto shall be subject to Section 2.22. The Borrower shall give the Agent irrevocable notice .
(a “Conversion/Continuation Notice”) of each conversion of a Eurocurrency Ratable Advance or continuation of a Eurocurrency Ratable Advance not later than 10:00 a.m. (Chicago timei) at least one Business Day, in the case of a conversion into a Base Floating Rate Advance or Advance, (ii) at least three (3) Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable AdvanceAdvance denominated in Dollars, (iii) at least three (3) Business Days, in the case of a Multicurrency Advance in an Agreed Currency of a country that is a member of OECD located in North America or Europe, (iv) at least four (4) Business Days, in the case of a conversion into or continuation of a Multicurrency Advance in Yen and other Agreed Currency requiring such additional notice as determined by the Administrative Agent consistent with market practice, prior to the date of the requested conversion or continuation, specifying:
(iA) the requested date, which shall be a Business Day, of such conversion or continuation,; and
(iiB) the aggregate Agreed Currency, amount and Type Type(s) of the Ratable Advance(s) into which such Advance which is to be converted or continued, continued and
(iii) the Agreed Currency of any Ratable Advance which is to be converted into or continued as a Eurocurrency Ratable Advance and the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case of Loans that are a conversion into or continuation of a Eurocurrency Ratable LoansAdvance, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised duration of Base Rate Loansthe Interest Period applicable thereto.
Appears in 2 contracts
Samples: Five Year Credit Agreement (Cardinal Health Inc), Credit Agreement (Cardinal Health Inc)
Conversion and Continuation of Outstanding Advances. Base Rate Advances shall continue as Base Rate Advances unless and until such Base Rate Advances are converted into Eurocurrency Ratable Advances pursuant to this Section 2.02.4 or are prepaid in accordance with Section 2.08LIBOR Advances. Each Eurocurrency Ratable LIBOR Advance shall continue as a Eurocurrency Ratable LIBOR Advance until the end of the then applicable Eurocurrency LIBOR Interest Period therefor, at which time:
(a) each time such Eurocurrency Ratable LIBOR Advance denominated in Dollars shall be automatically converted into a Base Rate Advance unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency LIBOR Interest Period, such Eurocurrency Ratable LIBOR Advance either continue as a Eurocurrency Ratable LIBOR Advance for the same or another Eurocurrency Interest Period; and
(b) each such Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars shall continue as a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency Interest Period or be converted to an Advance of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest PeriodType. Subject to the terms of Section 2.072.7, the Borrower may elect from time to time to convert all or any part of a Ratable an Advance of any Type into any other Type or Types of Advances denominated in the same or any other Agreed CurrencyAdvances; provided that any conversion of any Eurocurrency Ratable LIBOR Advance shall be made on any day other than on, and only on, the last day of the Eurocurrency LIBOR Interest Period applicable thereto shall thereto, that a Revolving Advance can only be subject to Section 2.22converted into another Type of Revolving Advance, and that a Term Advance can only be converted into another Type of Term Advance. The Borrower shall give the Administrative Agent irrevocable notice (a “Conversion/Continuation Notice”) of each conversion of an Advance to a Eurocurrency Ratable LIBOR Advance or continuation of a Eurocurrency Ratable LIBOR Advance not later than 10:00 a.m. (Chicago Cleveland time) ), at least one Business Day, in the case of a conversion into a Base Rate Advance or three Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable LIBOR Advance, prior to the date of the requested conversion or continuation, specifying:
(i) the requested date, date which shall be a Business Day, of such conversion or continuation,;
(ii) the aggregate amount and Type of the Ratable Advance which is to be converted or continued, ; and
(iii) the Agreed Currency amount and Type(s) of any Ratable Advance(s) into which such Advance which is to be converted into or continued as a Eurocurrency Ratable Advance and the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (orand, in the case of Loans that are Eurocurrency Ratable Loansa conversion into or continuation of a LIBOR Advance, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised duration of Base Rate Loansthe LIBOR Interest Period applicable thereto.
Appears in 2 contracts
Samples: Senior Credit Agreement (Terreno Realty Corp), Senior Credit Agreement (Terreno Realty Corp)
Conversion and Continuation of Outstanding Advances. Base Floating Rate Advances shall continue as Base Floating Rate Advances unless and until such Base Floating Rate Advances are converted into Eurocurrency Ratable Advances pursuant to this Section 2.02.4 or are prepaid in accordance with Section 2.08LIBOR Rate Advances. Each Eurocurrency Ratable LIBOR Rate Advance shall continue as a Eurocurrency Ratable LIBOR Rate Advance until the end of the then applicable Eurocurrency LIBOR Interest Period therefor, at which time:
(a) each time such Eurocurrency Ratable LIBOR Rate Advance denominated in Dollars shall be automatically converted into a Base Floating Rate Advance unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency LIBOR Interest Period, such Eurocurrency Ratable LIBOR Rate Advance either continue as a Eurocurrency Ratable LIBOR Rate Advance for the same or another Eurocurrency Interest Period; and
(b) each such Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars shall continue as a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency Interest Period or be converted to an Advance of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest PeriodType. Subject to the terms of Section 2.072.5, the Borrower may elect from time to time to convert all or any part of a Ratable an Advance of any Type into any other Type or Types of Advances denominated in the same or any other Agreed CurrencyAdvances; provided that any conversion of any Eurocurrency Ratable LIBOR Rate Advance shall be made on any day other than on, and only on, the last day of the Eurocurrency Interest Period applicable thereto shall be subject to Section 2.22thereto. The Borrower shall give the Administrative Agent irrevocable notice (a “"Conversion/Continuation Notice”") of each conversion of an Advance to a Eurocurrency Ratable LIBOR Rate Advance or continuation of a Eurocurrency Ratable LIBOR Rate Advance not later than 10:00 11:00 a.m. (Chicago Cleveland time) ), at least one Business Day, in the case of a conversion into a Base Rate Advance or three Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable LIBOR Rate Advance, prior to the date of the requested conversion or continuation, specifying:
(i) the requested date, date which shall be a Business Day, of such conversion or continuation,;
(ii) the aggregate amount and Type of the Ratable Advance which is to be converted or continued, ; and
(iii) the Agreed Currency amount and Type(s) of any Ratable Advance(s) into which such Advance which is to be converted into or continued as a Eurocurrency Ratable Advance and the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (orand, in the case of Loans that are Eurocurrency Ratable Loansa conversion into or continuation of a LIBOR Rate Advance, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised duration of Base Rate Loansthe LIBOR Interest Period applicable thereto.
Appears in 2 contracts
Samples: Term Loan Agreement (Glimcher Realty Trust), Term Loan Agreement (Glimcher Realty Trust)
Conversion and Continuation of Outstanding Advances. Base Floating Rate Advances shall continue as Base Floating Rate Advances unless and until such Base Floating Rate Advances are converted into Eurocurrency Ratable Advances pursuant to this Section 2.02.4 2.09 or are prepaid repaid in accordance with Section 2.082.07. Each Eurocurrency Ratable Advance shall continue as a Eurocurrency Ratable Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
(a) each time such Eurocurrency Ratable Advance denominated in Dollars shall be automatically converted into a Base Floating Rate Advance (provided, that in the case of a Eurocurrency Advance denominated in a Foreign Currency, such Eurocurrency Advance shall be continued as Eurocurrency Advance in its original currency with an Interest Period of one month), unless (x) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.07 or (y) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period; and
(b) each such Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars shall continue as a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency Interest Period of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period. Subject to the terms of Section 2.072.06, the applicable Borrower may elect from time to time to convert all or any part of a Ratable Floating Rate Advance of any Type into any other Type a Eurocurrency Advance. No Advance may be converted into or Types of Advances continued as an Advance denominated in a different currency, but instead must be prepaid in the same original currency of such Advance and reborrowed in the other currency. Notwithstanding anything to the contrary contained in this Section 2.09, no Advance may be converted or any other Agreed Currency; provided that any conversion of any continued as a Eurocurrency Ratable Advance made on any day other than (except with the last day consent of the Required Lenders) when any Default has occurred and is continuing (provided, that in the case of a Eurocurrency Advance denominated in a Foreign Currency, when any Default has occurred and is continuing such Eurocurrency Advance shall be continued as Eurocurrency Advance in its original currency with an Interest Period applicable thereto shall be subject to Section 2.22of one month). The applicable Borrower shall give the Administrative Agent irrevocable notice substantially in the form of Exhibit G (a “Conversion/Continuation Notice”) of each conversion of a Floating Rate Advance into a Eurocurrency Ratable Advance or continuation of a Eurocurrency Ratable Advance not later than 10:00 11:00 a.m. (Chicago New York time) at least one three (3) Business Day, in the case of a conversion into a Base Rate Advance or three Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable Advance, Days prior to the date of the requested conversion or continuation, specifying:
(ia) the requested date, which shall be a Business Day, of such conversion or continuation,
(iib) the aggregate amount and Type of the Ratable Advance which is to be converted or continuedcontinued as a Eurocurrency Advance, and
(iiic) the Agreed Currency duration of any Ratable Advance which is to be converted into or continued as a Eurocurrency Ratable Advance and the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case of Loans that are Eurocurrency Ratable Loans, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised of Base Rate Loans.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Walgreens Boots Alliance, Inc.), Revolving Credit Agreement (Walgreen Co)
Conversion and Continuation of Outstanding Advances. Base Floating Rate Advances shall continue as Base Floating Rate Advances unless and until such Base Floating Rate Advances are converted into Eurocurrency Ratable Advances pursuant to this Section 2.02.4 or are prepaid in accordance with Section 2.08LIBOR Rate Advances. Each Eurocurrency Ratable LIBOR Rate Advance shall continue as a Eurocurrency Ratable LIBOR Rate Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
(a) each time such Eurocurrency Ratable LIBOR Rate Advance denominated in Dollars shall be automatically converted into as a Base LIBOR Rate Advance Advance, but with an Interest Period of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the Borrower shall have given the Administrative Agent an irrevocable notice (a “Conversion/Continuation Notice (as defined belowNotice”) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable LIBOR Rate Advance either continue as a Eurocurrency Ratable LIBOR Rate Advance for the same or another Eurocurrency Interest Period; and
(b) each such Eurocurrency Ratable Period or be converted to an Advance denominated in an Agreed Currency other than Dollars shall continue as a Eurocurrency Ratable Advance of another Type. Notwithstanding the provision for automatic conversion in the same Agreed Currency with a Eurocurrency Interest Period foregoing sentence, if the effective date of any such automatic conversion is less than one month unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) prior to the Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Periodthen-current Facility Termination Date, such Eurocurrency Ratable LIBOR Rate Advance continue as shall be automatically converted into a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest PeriodFloating Rate Advance. Subject to the terms of Section 2.072.7, the Borrower may elect from time to time to convert all or any part of a Ratable an Advance of any Type into any other Type or Types of Advances denominated in the same or any other Agreed CurrencyAdvances; provided that that, if any conversion of any Eurocurrency Ratable LIBOR Rate Advance shall be made on any day other than the last day of the Eurocurrency Interest Period applicable thereto thereto, the Borrower shall be subject obligated to pay the amounts, if any, payable pursuant to Section 2.223.4. The Borrower shall give the Administrative Agent irrevocable notice (a “Conversion/Continuation Notice”) of Notice regarding each conversion of an Advance to a Eurocurrency Ratable LIBOR Rate Advance or continuation of a Eurocurrency Ratable LIBOR Rate Advance not later than 10:00 11:00 a.m. (Chicago New York time) ), at least one Business Day, in the case of a conversion into a Base Rate Advance or three (3) Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable LIBOR Rate Advance, prior to the date of the requested conversion or continuation, specifying:
(i) the requested date, date which shall be a Business Day, of such conversion or continuation,;
(ii) the aggregate amount amount, Tranche and Type of the Ratable Advance which is to be converted or continued, ; and
(iii) the Agreed Currency amount and Type(s) of any Ratable Advance(s) into which such Advance which is to be converted into or continued as a Eurocurrency Ratable Advance and the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (orand, in the case of Loans that are Eurocurrency Ratable Loansa conversion into or continuation of a LIBOR Rate Advance, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised duration of Base Rate Loansthe Interest Period applicable thereto.
Appears in 2 contracts
Samples: Term Loan Credit Agreement (InvenTrust Properties Corp.), Term Loan Credit Agreement (InvenTrust Properties Corp.)
Conversion and Continuation of Outstanding Advances. Base (a) Floating Rate Advances (other than Swing Line Loans which are addressed in clause (b) below) shall continue as Base Floating Rate Advances unless and until such Base Floating Rate Advances are converted into Eurocurrency Ratable Advances pursuant to this Section 2.02.4 2.10 or are prepaid repaid in accordance with Section 2.082.8. Each Eurocurrency Ratable Advance (other than UK Swing Line Loans and Singapore Swing Line Loans which are addressed in clause (b) below) shall continue as a Eurocurrency Ratable Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
(ai) each such Eurocurrency Ratable Advance denominated in Dollars shall be automatically converted into a Base Floating Rate Advance unless (xA) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.8 or (yB) the applicable Borrower shall have timely given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance either continue as a Eurocurrency Ratable Advance Advance, denominated in Dollars, for the same or another Eurocurrency Interest PeriodPeriod or be converted into a Floating Rate Advance; and
(bii) each such Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars shall automatically continue as a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency an Interest Period of one month unless (xA) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.8 or (yB) the applicable Borrower shall have timely given the Agent European Administrative Agent, or Canadian Administrative Agent, as applicable, a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance Advance, denominated in the same Agreed Currency, for the same or another Eurocurrency Interest Period.
(b) Each US Swing Line Loan that is a Floating Rate Loan shall, subject to Section 2.5.2(d), continue as such unless prepaid or repaid. Each Canadian Swing Line Loan that is a Canadian Prime Rate Loan shall, subject to Section 2.5.1(d), continue as such unless prepaid or repaid. Each Swing Line Loan that is an Offered Rate Loan and each Swing Line Loan that is a Eurocurrency Loan, as applicable, shall, subject to Section 2.5.1(d), 2.5.2(d), 2.5.3(d), or 2.5.4(d), as applicable, continue as such until the end of the then applicable Interest Period therefor, at which time such Swing Line Loan shall be prepaid or repaid.
(c) Subject to the terms of Section 2.072.7, the any Borrower may elect from time to time to convert all or any part of a Ratable an Advance of any Type into any other Type or Types of Advances denominated in the same or any other Agreed Currency; provided that any conversion of any Eurocurrency Ratable Advance shall be made on any day other than on, and only on, the last day of the Eurocurrency Interest Period applicable thereto shall be subject to Section 2.22thereto. The Such Borrower shall give the Administrative Agent (in the case of an Advance denominated in Dollars), the European Administrative Agent (in the case of an Advance denominated in an Agreed Currency other than Dollars or Canadian Dollars), or the Canadian Administrative Agent (in the case of an Advance denominated in Canadian Dollars), as applicable, irrevocable notice (a “"Conversion/Continuation Notice”") of each conversion of a Eurocurrency Ratable an Advance or continuation of a Eurocurrency Ratable Advance, which notice shall be in writing in the case of any continuation or conversion of a Eurocurrency Advance delivered to the European Administrative Agent or the Canadian Administrative Agent, not later than 10:00 a.m. (Chicago Central time) at least one Business DayDay prior to the date of the requested conversion or continuation, in the case of a conversion into a Base Floating Rate Advance or Advance, 10:00 a.m. (Central time) at least three Business DaysDays prior to the date of the requested conversion or continuation, in the case of a conversion into or continuation of a Eurocurrency Ratable AdvanceAdvance denominated in Dollars, 10:00 a.m. (Toronto time) at least three Business Days prior to the date of the requested conversion or continuation, in the case of a conversion into or continuation of a Eurocurrency Advance denominated in Canadian Dollars, or 11:00 a.m. (London time) at least three Business Days prior to the date of the requested conversion or continuation, in the case of a conversion into or continuation of a Eurocurrency Advance denominated in an Agreed Currency other than Dollars or Canadian Dollars, prior to the date of the requested conversion or continuation, specifying:
specifying (i) the requested date, which shall be a Business Day, of such conversion or continuation,
, and (ii) the aggregate Agreed Currency, amount and Type Type(s) of the Ratable Advance(s) into which such Advance which is to be converted or continued, continued and
(iii) the Agreed Currency of any Ratable Advance which is to be converted into or continued as a Eurocurrency Ratable Advance and the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case of Loans that are a conversion into or continuation of a Eurocurrency Ratable LoansAdvance, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised duration of Base Rate Loansthe Interest Period applicable thereto.
Appears in 2 contracts
Samples: Credit Agreement (Cameron International Corp), Credit Agreement (Cameron International Corp)
Conversion and Continuation of Outstanding Advances. Base Floating Rate Advances of a Class shall continue as Base Floating Rate Advances of such Class unless and until such Base Floating Rate Advances are converted into Eurocurrency Ratable LIBOR Rate Advances pursuant to this Section 2.02.4 or are prepaid in accordance with Section 2.08of the same Class. Each Eurocurrency Ratable LIBOR Rate Advance of a Class shall continue as a Eurocurrency Ratable LIBOR Rate Advance of such Class until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
(a) each time such Eurocurrency Ratable LIBOR Rate Advance denominated in Dollars shall be automatically converted into a Base Floating Rate Advance of the same Class unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the Borrower shall have given the Administrative Agent a “Conversion/Continuation Notice (as defined below) Notice” requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable LIBOR Rate Advance either continue as a Eurocurrency Ratable LIBOR Rate Advance of the same Class for the same or another Eurocurrency Interest Period; and
(b) each such Eurocurrency Ratable Period or be converted to an Advance denominated in an Agreed Currency other than Dollars shall continue as a Eurocurrency Ratable Advance in of another Type but of the same Agreed Currency with a Eurocurrency Interest Period of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest PeriodClass. Subject to the terms of Section 2.072.7, the Borrower may elect from time to time to convert all or any part of a Ratable Floating Rate Advance of any Type a Class into any other Type or Types a LIBOR Rate Advance of Advances denominated in the same or any other Agreed CurrencyClass and vice versa; provided that any conversion of any Eurocurrency Ratable LIBOR Rate Advance shall be made on any day other than on, and only on, the last day of the Eurocurrency Interest Period applicable thereto shall be subject to Section 2.22thereto. The Borrower shall give the Administrative Agent irrevocable notice (a “Conversion/Continuation Notice”) of each conversion of an Advance to a Eurocurrency Ratable LIBOR Rate Advance or continuation of a Eurocurrency Ratable LIBOR Rate Advance not later than 10:00 a.m. (Chicago Cleveland, Ohio time) ), at least one Business Day, in the case of a conversion into a Base Rate Advance or three Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable LIBOR Rate Advance, prior to the date of the requested conversion or continuation, specifying:
(i) the requested date, date which shall be a Business Day, of such conversion or continuation,;
(ii) the aggregate amount and Type of the Ratable Advance which is to be converted or continued, and;
(iii) the Agreed Currency Class of any Ratable Advance which is to be converted or continued; and
(iv) the amount and Type(s) of Advance(s) into which such Advance is to be converted or continued as a Eurocurrency Ratable Advance and the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (orand, in the case of Loans that are Eurocurrency Ratable Loansa conversion into or continuation of a LIBOR Rate Advance, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised duration of Base Rate Loansthe Interest Period applicable thereto.
Appears in 2 contracts
Samples: Credit Agreement (RPT Realty), Credit Agreement (Ramco Gershenson Properties Trust)
Conversion and Continuation of Outstanding Advances. Base Floating Rate Advances (other than Swing Line Loans) shall continue as Base Floating Rate Advances unless and until such Base Floating Rate Advances are converted into Eurocurrency Ratable Advances pursuant to this Section 2.02.4 2.10 or are prepaid repaid in accordance with Section 2.082.8. Each Eurocurrency Ratable Advance shall continue as a Eurocurrency Ratable Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
(ai) each such Eurocurrency Ratable Advance denominated in Dollars shall be automatically converted into a Base Floating Rate Advance unless (x) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.8 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance either continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest PeriodPeriod or be converted into a Floating Rate Advance; and
(bii) each such Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars shall automatically continue as a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency an Interest Period of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.8 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period. Subject to the terms of Section 2.072.7, the Borrower may elect from time to time to convert all or any part of a Ratable an Advance (other than Swing Line Loans) of any Type into any other Type or Types of Advances denominated in the same or any other Agreed Currency; provided that any conversion of any Eurocurrency Ratable Advance made on any day other than the last day of the Eurocurrency Interest Period applicable thereto shall be Currency (subject to the terms of Section 2.223.4). The Borrower shall give the Agent irrevocable notice (a “Conversion/Continuation Notice”) of each conversion of a Eurocurrency Ratable an Advance or continuation of a Eurocurrency Ratable Advance not later than 10:00 a.m. 12:00 noon (Chicago time) at least one Business Day, in the case of a conversion into a Base Floating Rate Advance or Advance, three (3) Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable AdvanceAdvance denominated in Dollars, or four (4) Business Days, in the case of a conversion into or continuation of a Eurocurrency Advance denominated in an Agreed Currency other than Dollars, prior to the date of the requested conversion or continuation, specifying:
(i) the requested date, which shall be a Business Day, of such conversion or continuation,, and
(ii) the aggregate Agreed Currency, amount and Type Type(s) of the Ratable Advance(s) into which such Advance which is to be converted or continued, continued and
(iii) the Agreed Currency of any Ratable Advance which is to be converted into or continued as a Eurocurrency Ratable Advance and the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case of Loans that are a conversion into or continuation of a Eurocurrency Ratable LoansAdvance, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised duration of Base Rate Loansthe Interest Period applicable thereto.
Appears in 2 contracts
Samples: Credit Agreement (Bio Rad Laboratories Inc), Credit Agreement (Bio Rad Laboratories Inc)
Conversion and Continuation of Outstanding Advances. Base Floating Rate Advances shall continue as Base Floating Rate Advances unless and until such Base Floating Rate Advances are converted into Eurocurrency Ratable Advances pursuant to this Section 2.02.4 2.10 or are prepaid repaid in accordance with Section 2.082.8. Each Eurocurrency Ratable Advance shall continue as a Eurocurrency Ratable Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
time (ai) each such Eurocurrency Ratable Advance denominated in Dollars shall be automatically converted into a Base Floating Rate Advance unless (x) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.8 or (y) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest PeriodPeriod or be converted into a Floating Rate Advance; and
and (bii) each such Eurocurrency Ratable Advance denominated in an Agreed a Foreign Currency other than Dollars shall automatically continue as a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency an Interest Period of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.8, or (y) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period. Subject to the terms of Section 2.072.7, the Borrower Borrowers may elect from time to time to convert all or any part of a Ratable an Advance of any Type into any other Type or Types of Advances denominated in the same or any other Agreed Currency; provided that any conversion of any Eurocurrency Ratable Advance shall be made on any day other than on, and only on, the last day of the Eurocurrency Interest Period applicable thereto shall thereto. Notwithstanding anything to the contrary contained in this Section 2.10, no Advance may be subject to Section 2.22converted or continued as a Eurocurrency Advance (except with the consent of the Required Lenders) when any Default or Unmatured Default is continuing. The applicable Borrower shall give the Administrative Agent irrevocable notice (a “Conversion/Continuation Notice”) of each conversion of a Eurocurrency Ratable an Advance or continuation of a Eurocurrency Ratable Advance not later than 10:00 a.m. (Chicago time) at least one (1) Business Day, in the case of a conversion into a Base Floating Rate Advance or Advance, three (3) Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable AdvanceAdvance denominated in Dollars, or four (4) Business Days, in the case of a conversion into or continuation of a Eurocurrency Advance denominated in a Foreign Currency, prior to the date of the requested conversion or continuation, specifying:
(i) the requested date, which shall be a Business Day, of such conversion or continuation,
(ii) the Agreed Currency, the aggregate amount and Type of the Ratable Advance which is to be converted or continued, and
(iii) the Agreed Currency amount of any Ratable such Advance which is to be converted into or continued as a Eurocurrency Ratable Advance and the Eurocurrency duration of the Interest Period applicable thereto. A Promptly after receipt of any Conversion/Continuation Notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case of Loans that are Eurocurrency Ratable LoansNotice, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised of Base Rate LoansAdministrative Agent shall provide the Lenders with notice thereof.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Acuity Brands Inc), 5 Year Revolving Credit Agreement (Zep Inc.)
Conversion and Continuation of Outstanding Advances. Alternate Base Rate Advances shall continue as Alternate Base Rate Advances unless and until such Alternate Base Rate Advances are converted into Eurocurrency Ratable Advances pursuant to this Section 2.02.4 2.09 or are prepaid repaid in accordance with Section 2.082.07. Each Eurocurrency Ratable Advance shall continue as a Eurocurrency Ratable Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
(a) each time such Eurocurrency Ratable Advance denominated in Dollars shall be automatically converted into a an Alternate Base Rate Advance Advance, unless (x) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.07 or (y) the Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period; and
(b) each such Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars shall continue as a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency Interest Period of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period. Subject to the terms of Section 2.072.06, the Borrower may elect from time to time to convert all or any part of an Alternate Base Rate Advance into a Ratable Eurocurrency Advance. Notwithstanding anything to the contrary contained in this Section 2.09, no Advance of any Type into any other Type may be converted or Types of Advances denominated in continued as a Eurocurrency Advance (except with the same or any other Agreed Currency; provided that any conversion of any Eurocurrency Ratable Advance made on any day other than the last day consent of the Eurocurrency Interest Period applicable thereto shall be subject to Section 2.22Required Lenders) when any Default has occurred and is continuing. The Borrower shall give the Administrative Agent irrevocable notice substantially in the form of Exhibit G (a “Conversion/Continuation Notice”) or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), in each case appropriately completed and signed by an Authorized Officer of the Borrower, of each conversion of an Alternate Base Rate Advance into a Eurocurrency Ratable Advance or continuation of a Eurocurrency Ratable Advance not later than 10:00 11:00 a.m. (Chicago New York time) at least one three (3) Business Day, in the case of a conversion into a Base Rate Advance or three Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable Advance, Days prior to the date of the requested conversion or continuation, specifying:
(ia) the requested date, which shall be a Business Day, of such conversion or continuation,
(iib) the aggregate amount and Type of the Ratable Advance which is to be converted or continuedcontinued as a Eurocurrency Advance, and
(iiic) the Agreed Currency duration of any Ratable Advance which is to be converted into or continued as a Eurocurrency Ratable Advance and the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case of Loans that are Eurocurrency Ratable Loans, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised of Base Rate Loans.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Walgreens Boots Alliance, Inc.), Revolving Credit Agreement (Walgreens Boots Alliance, Inc.)
Conversion and Continuation of Outstanding Advances. Base Floating Rate Advances shall continue as Base Floating Rate Advances unless and until such Base Floating Rate Advances are converted into Eurocurrency Ratable Advances pursuant to this Section 2.02.4 or are prepaid in accordance with Section 2.08LIBOR Rate Advances. Each Eurocurrency Ratable LIBOR Rate Advance shall continue as a Eurocurrency Ratable LIBOR Rate Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
(a) each time such Eurocurrency Ratable LIBOR Rate Advance denominated in Dollars shall be automatically converted into as a Base LIBOR Rate Advance Advance, but with an Interest Period of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the Borrower shall have given the Administrative Agent an irrevocable notice (a “Conversion/Continuation Notice (as defined belowNotice”) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable LIBOR Rate Advance either continue as a Eurocurrency Ratable LIBOR Rate Advance for the same or another Eurocurrency Interest Period; and
(b) each such Eurocurrency Ratable Period or be converted to an Advance denominated in an Agreed Currency other than Dollars shall continue as a Eurocurrency Ratable Advance of another Type. Notwithstanding the provision for automatic conversion in the same Agreed Currency with a Eurocurrency Interest Period foregoing sentence, if the effective date of any such automatic conversion is less than one month unless (x) prior to the then-current Facility Termination Date for such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest PeriodLoan, such Eurocurrency Ratable LIBOR Rate Advance continue as shall be automatically converted into a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest PeriodFloating Rate Advance. Subject to the terms of Section 2.072.7, the Borrower may elect from time to time to convert all or any part of a Ratable an Advance of any Type into any other Type or Types of Advances denominated in the same or any other Agreed CurrencyAdvances; provided that that, if any conversion of any Eurocurrency Ratable LIBOR Rate Advance shall be made on any day other than the last day of the Eurocurrency Interest Period applicable thereto thereto, the Borrower shall be subject obligated to pay the amounts, if any, payable pursuant to Section 2.223.4. The Borrower shall give the Administrative Agent irrevocable notice (a “Conversion/Continuation Notice”) of Notice regarding each conversion of an Advance to a Eurocurrency Ratable LIBOR Rate Advance or continuation of a Eurocurrency Ratable LIBOR Rate Advance not later than 10:00 11:00 a.m. (Chicago Cleveland time) ), at least one Business Day, in the case of a conversion into a Base Rate Advance or three (3) Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable LIBOR Rate Advance, prior to the date of the requested conversion or continuation, specifying:
(i) the requested date, date which shall be a Business Day, of such conversion or continuation,;
(ii) the aggregate amount and Type of the Ratable Advance which is to be converted or continued, ; and
(iii) the Agreed Currency amount and Type(s) of any Ratable Advance(s) into which such Advance which is to be converted into or continued as a Eurocurrency Ratable Advance and the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (orand, in the case of Loans that are Eurocurrency Ratable Loansa conversion into or continuation of a LIBOR Rate Advance, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised duration of Base Rate Loansthe Interest Period applicable thereto.
Appears in 2 contracts
Samples: Credit Agreement (Inland Real Estate Income Trust, Inc.), Credit Agreement (Inland Real Estate Income Trust, Inc.)
Conversion and Continuation of Outstanding Advances. Base (a) Floating Rate Advances shall continue as Base Floating Rate Advances unless and until such Base Floating Rate Advances are converted into Eurocurrency Ratable Fixed Rate Advances pursuant to this Section 2.02.4 2.7 or are prepaid repaid in accordance with Section 2.08this Agreement. Each Eurocurrency Ratable Fixed Rate Advance shall continue as a Eurocurrency Ratable Fixed Rate Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
(a) each time such Eurocurrency Ratable Fixed Rate Advance denominated in Dollars shall be automatically converted into a Base Floating Rate Advance Advance, other than any UK Fixed Rate Advance, unless (xa) such Eurocurrency Ratable Fixed Rate Advance is or was prepaid repaid in accordance with Section 2.08 this Agreement or (yb) the Domestic Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Fixed Rate Advance continue continues as a Eurocurrency Ratable Fixed Rate Advance for the same or another Eurocurrency Interest Period; and
(b) each such Eurocurrency Ratable . Each UK Fixed Rate Advance denominated in an Agreed Currency other than Dollars shall continue as a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency Interest Period of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency the applicable Interest PeriodPeriod therefor, such Eurocurrency Ratable Advance continue unless repaid, be continued as a Eurocurrency Ratable UK Fixed Rate Advance for with an Interest Period with the same or another Eurocurrency Interest Periodleast number of days possible. Subject to the terms of Section 2.072.4, the Domestic Borrower may elect from time to time to convert all or any part of a Ratable Floating Rate Advance of any Type into any other Type or Types of Advances denominated in the same or any other Agreed Currency; provided that any conversion of any Eurocurrency Ratable Advance made on any day other than the last day of the Eurocurrency Interest Period applicable thereto shall be subject to Section 2.22a Fixed Rate Advance. The Domestic Borrower shall give the Agent irrevocable notice in the form of Exhibit B (a “Conversion/Continuation Notice”) of each conversion of a Eurocurrency Ratable Floating Rate Advance into a Fixed Rate Advance or continuation of a Eurocurrency Ratable Fixed Rate Advance not later than 10:00 a.m. (Chicago time) at least one Business Day, in the case of a conversion into a Base Rate Advance or three Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable Advance, Days prior to the date of the requested conversion or continuation, specifying:
specifying (i) the requested date, which shall be a Business Day, of such conversion or continuation,
, (ii) the aggregate amount and Type of the Ratable Advance which is to be converted or continued, and
(iii) the Agreed Currency amount of any Ratable such Advance which is to be converted into or continued as a Eurocurrency Ratable Fixed Rate Advance (provided that the amounts set forth in Section 2.4 shall be complied with), and (iv) the Eurocurrency duration of the Interest Period applicable thereto. A In each Conversion/Continuation Notice mayNotice, if it so specifies, apply to only the Domestic Borrower shall designate whether any Advance is a portion Fixed Asset Advance.
(b) Each UK Fixed Rate Advance shall continue as a UK Fixed Rate Advance until the end of the then applicable Interest Period therefor, at which time such Fixed Rate Advance shall be repaid in accordance with this Agreement unless the Domestic Borrower shall have given the Agent a Continuation Notice requesting that, at the end of such Interest Period, such Fixed Rate Advance continues as a UK Fixed Rate Advance for the same or another Interest Period. The Domestic Borrower shall give the UK Correspondent Lender irrevocable notice in the form of Exhibit B of each continuation of a UK Fixed Rate Advance (with a copy to the Agent) not later than 10:00 a.m. (London time) at least three Business Days prior to the date of the requested continuation, specifying (i) the requested date, which shall be a Business Day, of such continuation, (ii) the aggregate principal amount of the relevant Advances; UK Fixed Rate Advance which is to be continued (provided that (A) such portion is allocated ratably among the Loans comprising such Advance amounts set forth in Section 2.4 shall be complied with), and (Biii) the portion to which such Conversion/Continuation Notice applies, and duration of the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case of Loans that are Eurocurrency Ratable Loans, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised of Base Rate LoansInterest Period applicable thereto.
Appears in 2 contracts
Samples: Credit Agreement (Park Ohio Holdings Corp), Credit Agreement (Park Ohio Industries Inc/Oh)
Conversion and Continuation of Outstanding Advances. Base Floating Rate Advances shall continue as Base Floating Rate Advances unless and until such Base Floating Rate Advances are converted into Eurocurrency Ratable Advances pursuant to this Section 2.02.4 or are prepaid in accordance with Section 2.08LIBOR Rate Advances. Each Eurocurrency Ratable LIBOR Rate Advance shall continue as a Eurocurrency Ratable LIBOR Rate Advance until the end of the then applicable Eurocurrency LIBOR Interest Period therefor, at which time:
(a) each time such Eurocurrency Ratable LIBOR Rate Advance denominated in Dollars shall be automatically converted into a Base Floating Rate Advance unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency LIBOR Interest Period, such Eurocurrency Ratable LIBOR Rate Advance either continue as a Eurocurrency Ratable LIBOR Rate Advance for the same or another Eurocurrency Interest Period; and
(b) each such Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars shall continue as a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency Interest Period or be converted to an Advance of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest PeriodType. Subject to the terms of Section 2.072.5, the Borrower may elect from time to time to convert all or any part of a Ratable an Advance of any Type into any other Type or Types of Advances denominated in the same or any other Agreed CurrencyAdvances; provided that any conversion of any Eurocurrency Ratable LIBOR Rate Advance shall be made on any day other than on, and only on, the last day of the Eurocurrency Interest Period applicable thereto shall be subject to Section 2.22thereto. The Borrower shall give the Administrative Agent irrevocable notice (a “Conversion/Continuation Notice”) of each conversion of an Advance to a Eurocurrency Ratable LIBOR Rate Advance or continuation of a Eurocurrency Ratable LIBOR Rate Advance not later than 10:00 11:00 a.m. (Chicago Cleveland time) ), at least one Business Day, in the case of a conversion into a Base Rate Advance or three Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable LIBOR Rate Advance, prior to the date of the requested conversion or continuation, specifying:
(i) the requested date, date which shall be a Business Day, of such conversion or continuation,;
(ii) the aggregate amount and Type of the Ratable Advance which is to be converted or continued, ; and
(iii) the Agreed Currency amount and Type(s) of any Ratable Advance(s) into which such Advance which is to be converted into or continued as a Eurocurrency Ratable Advance and the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (orand, in the case of Loans that are Eurocurrency Ratable Loansa conversion into or continuation of a LIBOR Rate Advance, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised duration of Base Rate Loansthe LIBOR Interest Period applicable thereto.
Appears in 2 contracts
Samples: Term Loan Agreement (Glimcher Realty Trust), Term Loan Agreement (Glimcher Realty Trust)
Conversion and Continuation of Outstanding Advances. Base Floating Rate Advances (other than Swing Line Loans) shall continue as Base Floating Rate Advances unless and until such Base Floating Rate Advances are converted into Eurocurrency Ratable Advances pursuant to this Section 2.02.4 2.10 or are prepaid repaid in accordance with Section 2.082.8. Each Eurocurrency Ratable Advance shall continue as a Eurocurrency Ratable Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
(ai) each such Eurocurrency Ratable Advance denominated in Dollars shall be automatically converted into a Base Floating Rate Advance unless (x) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.8 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance either continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest PeriodPeriod or be converted into a Floating Rate Advance; and
and (bii) each such Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars shall automatically continue as a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency an Interest Period of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.8 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period. Subject to the terms of Section 2.072.7, the Borrower may elect from time to time to convert all or any part of a Ratable Floating Rate Advance of any Type into any other Type or Types of Advances denominated in the same or any other Agreed Currency; provided that any conversion of any Eurocurrency Ratable Advance made on any day (other than the last day of the a Swing Line Loan) into a Eurocurrency Interest Period applicable thereto shall be subject to Section 2.22Advance. The Borrower shall give the Agent irrevocable notice (a “"Conversion/Continuation Notice”") of each conversion of a Floating Rate Advance into a Eurocurrency Ratable Advance or continuation of a Eurocurrency Ratable Advance not later than 10:00 a.m. (Chicago Chicago, Illinois time) at least one Business Day, in the case of a conversion into a Base Rate Advance or three Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable AdvanceAdvance denominated in Dollars, or at least four Business Days, in the case of a conversion into a continuation of a Eurocurrency Advance denominated in an Agreed Currency other than Dollars, prior to the date of the requested conversion or continuation, specifying:
(i) the requested date, which shall be a Business Day, of such conversion or continuation,
, (ii) the Agreed Currency, the aggregate amount and Type of the Ratable Advance which is to be converted or continued, and
and (iii) the Agreed Currency amount of any Ratable such Advance which is to be converted into or continued as a Eurocurrency Ratable Advance and the Eurocurrency duration of the Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case of Loans that are Eurocurrency Ratable Loans, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised of Base Rate Loans.
Appears in 2 contracts
Samples: Credit Agreement (Kimball International Inc), Credit Agreement (Kimball International Inc)
Conversion and Continuation of Outstanding Advances. Base Rate CBR Advances shall continue as Base Rate CBR Advances unless and until such Base Rate CBR Advances are converted into Eurocurrency Ratable Advances pursuant to this Section 2.02.4 or are prepaid in accordance with Section 2.08LIBOR Advances. Each Eurocurrency Ratable LIBOR Advance shall continue as a Eurocurrency Ratable LIBOR Advance until the end of the then applicable Eurocurrency LIBOR Interest Period therefor, at which time:
(a) each time such Eurocurrency Ratable LIBOR Advance denominated in Dollars shall be automatically converted into a Base Rate CBR Advance unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency LIBOR Interest Period, such Eurocurrency Ratable LIBOR Advance shall continue as a Eurocurrency Ratable LIBOR Advance for the same or another Eurocurrency Interest Period; and
(b) each such Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars shall continue as a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency Interest Period of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency LIBOR Interest Period. Subject to the terms of Section 2.07SECTION 2.7, the Borrower may elect from time to time to convert all or any part of a Ratable an Advance of any Type into any other Type or Types of Advances denominated in the same or any other Agreed CurrencyAdvance; provided that any conversion of any Eurocurrency Ratable LIBOR Advance shall be made on any day other than on, and only on, the last day of the Eurocurrency Interest Period applicable thereto shall be subject to Section 2.22unless Borrower pays the applicable Break-up Fee. The Borrower shall give the Administrative Agent irrevocable notice (a “Conversion"CONVERSION/Continuation Notice”CONTINUATION NOTICE") of each conversion of a Eurocurrency Ratable Advance or continuation of a Eurocurrency Ratable an Advance not later than 10:00 a.m. (Chicago time) at least one Business Day, in the case of a conversion into a Base Rate Advance CBR Advance, or three Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable LIBOR Advance, prior to the date of the requested conversion or continuation, specifying:
(i) the requested date, date which shall be a Business Day, of such conversion or continuation,;
(ii) the aggregate amount and Type of the Ratable Advance which is to be converted or continued, ; and
(iii) the Agreed Currency amount and Type(s) of any Ratable Advance(s) into which such Advance which is to be converted into or continued as a Eurocurrency Ratable Advance and the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (orand, in the case of Loans that are Eurocurrency Ratable Loansa conversion into or continuation of a LIBOR Advance, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised duration of Base Rate Loansthe LIBOR Interest Period applicable thereto.
Appears in 2 contracts
Samples: Unsecured Revolving Credit Agreement (Centerpoint Properties Trust), Unsecured Revolving Credit Agreement (Centerpoint Properties Trust)
Conversion and Continuation of Outstanding Advances. Base Floating Rate Advances of a Class shall continue as Base Floating Rate Advances of such Class unless and until such Base Floating Rate Advances are converted into Eurocurrency Ratable LIBOR Rate Advances pursuant to this Section 2.02.4 or are prepaid in accordance with Section 2.08of the same Class. Each Eurocurrency Ratable LIBOR Rate Advance of a Class shall continue as a Eurocurrency Ratable LIBOR Rate Advance of such Class until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
(a) each time such Eurocurrency Ratable LIBOR Rate Advance denominated in Dollars shall be automatically converted into a Base Floating Rate Advance of the same Class unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the Borrower shall have given the Administrative Agent a “Conversion/Continuation Notice (as defined below) Notice” requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable LIBOR Rate Advance either continue as a Eurocurrency Ratable LIBOR Rate Advance of the same Class for the same or another Eurocurrency Interest Period; and
(b) each such Eurocurrency Ratable Period or be converted to an Advance denominated in an Agreed Currency other than Dollars shall continue as a Eurocurrency Ratable Advance in of another Type but of the same Agreed Currency with a Eurocurrency Interest Period of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest PeriodClass. Subject to the terms of Section 2.07, the The Borrower may elect from time to time to convert all or any part of a Ratable Floating Rate Advance of any Type a Class into any other Type or Types a LIBOR Rate Advance of Advances denominated in the same or any other Agreed CurrencyClass and vice versa; provided that any conversion of any Eurocurrency Ratable LIBOR Rate Advance shall be made on any day other than on, and only on, the last day of the Eurocurrency Interest Period applicable thereto shall be subject to Section 2.22thereto. The Borrower shall give the Administrative Agent irrevocable notice (a “Conversion/Continuation Notice”) of each conversion of an Advance to a Eurocurrency Ratable LIBOR Rate Advance or continuation of a Eurocurrency Ratable LIBOR Rate Advance not later than 10:00 a.m. (Chicago Cleveland, Ohio time) ), at least one Business Day, in the case of a conversion into a Base Rate Advance or three Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable LIBOR Rate Advance, prior to the date of the requested conversion or continuation, specifying:
(i) the requested date, which shall be a Business Day, of such conversion or continuation,;
(ii) the aggregate amount and Type of the Ratable Advance which is to be converted or continued, and;
(iii) the Agreed Currency Class of any Ratable Advance which is to be converted or continued; and
(iv) the amount and Type(s) of Advance(s) into which such Advance is to be converted or continued as a Eurocurrency Ratable Advance and the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (orand, in the case of Loans that are Eurocurrency Ratable Loansa conversion into or continuation of a LIBOR Rate Advance, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised duration of Base Rate Loansthe Interest Period applicable thereto.
Appears in 2 contracts
Samples: Term Loan Agreement (Kite Realty Group, L.P.), Term Loan Agreement (Retail Properties of America, Inc.)
Conversion and Continuation of Outstanding Advances. Base No Conversion or Continuation of Eurodollar Advances After Default. Floating Rate Advances (other than Swing Line Advances) shall continue as Base Floating Rate Advances unless and until such Base Floating Rate Advances are converted into Eurocurrency Ratable Eurodollar Advances pursuant to this Section 2.02.4 2.9 or are prepaid repaid in accordance with Section 2.082.7. Each Eurocurrency Ratable Eurodollar Advance shall continue as a Eurocurrency Ratable Eurodollar Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
(a) each time such Eurocurrency Ratable Eurodollar Advance denominated in Dollars shall be automatically converted into a Base Floating Rate Advance unless (x) such Eurocurrency Ratable Eurodollar Advance is or was prepaid repaid in accordance with Section 2.08 2.7 or (y) the Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Eurodollar Advance continue as a Eurocurrency Ratable Eurodollar Advance for the same or another Eurocurrency Interest Period; and
(b) each such Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars shall continue as a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency Interest Period of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period. Subject to the terms of Section 2.072.6, the Borrower may elect from time to time to convert all or any part of a Ratable an Advance of any Type (other than a Swing Line Advance) into any other Type or Types of Advances denominated in the same or any other Agreed CurrencyAdvances; provided that any conversion of any Eurocurrency Ratable Eurodollar Advance shall be made on any day other than on, and only on, the last day of the Eurocurrency Interest Period applicable thereto thereto. Notwithstanding anything to the contrary contained in this Section 2.9, during the continuance of a Default or an Unmatured Default, the Administrative Agent may (or shall at the direction of the Required Lenders), by notice to the Borrower, declare that no Advance may be subject to Section 2.22made, converted or continued as a Eurodollar Advance. The Borrower shall give the Administrative Agent irrevocable notice (a “"Conversion/Continuation Notice”") of each conversion of a Eurocurrency Ratable an Advance or continuation of a Eurocurrency Ratable Eurodollar Advance not later than 10:00 a.m. (Chicago Louisville, Kentucky time) at least one (1) Business Day, in the case of a conversion into a Base Floating Rate Advance Advance, or three (3) Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable Eurodollar Advance, prior to the date of the requested conversion or continuation, specifying:
(i) the requested date, which shall be a Business Day, of such conversion or continuation,
(ii) the aggregate amount and Type of the Ratable Advance which is to be converted or continued, and
(iii) the Agreed Currency amount of any Ratable such Advance which is to be converted into or continued as a Eurocurrency Ratable Eurodollar Advance and the Eurocurrency duration of the Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case of Loans that are Eurocurrency Ratable Loans, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised of Base Rate Loans.
Appears in 2 contracts
Samples: Credit Agreement (Res Care Inc /Ky/), Credit Agreement (Res Care Inc /Ky/)
Conversion and Continuation of Outstanding Advances. Alternate Base Rate Advances shall continue as Alternate Base Rate Advances unless and until such Alternate Base Rate Advances are converted into Eurocurrency Ratable Advances pursuant to this Section 2.02.4 2.09 or are prepaid repaid in accordance with Section 2.082.07. Each Eurocurrency Ratable Advance shall continue as a Eurocurrency Ratable Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
time (aif denominated in Dollars) each such Eurocurrency Ratable Advance denominated in Dollars shall be automatically converted into a an Alternate Base Rate Advance or (if denominated in a Foreign Currency) such Eurocurrency Advance shall be automatically continued as a Eurocurrency Advance in its original currency with an Interest Period of one month, in each case, unless (x) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.07 or (y) the Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period; and
(b) each such Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars shall continue as a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency Interest Period of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period. Subject to the terms of Section 2.072.06, the Borrower may elect from time to time to convert all or any part of an Alternate Base Rate Advance into a Ratable Eurocurrency Advance. No Advance of any Type may be converted into any other Type or Types of Advances continued as an Advance denominated in a different currency, but instead must be repaid in the same or any original currency of such Advance and reborrowed in the other Agreed Currency; provided that any conversion of any Eurocurrency Ratable currency. No Advance made on in a Foreign Currency may be converted into an Alternate Base Rate Advance, but instead must be prepaid as a Eurocurrency Advance and reborrowed in Dollars. Notwithstanding anything to the contrary contained in this Section 2.09, when any day Default has occurred and is continuing (I) no Dollar-denominated Advance may be converted or continued as a Eurocurrency Advance (except with the consent of the Required Lenders) and (II) no Eurocurrency Advance denominated in a Foreign Currency shall be continued other than the last day of the as a Eurocurrency Loan in its original currency with an Interest Period applicable thereto shall be subject to Section 2.22of one month. The Borrower shall give the Administrative Agent irrevocable notice substantially in the form of Exhibit F (a “Conversion/Continuation Notice”) or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), in each case appropriately completed and signed by an Authorized Officer of the Borrower, of each conversion of an Alternate Base Rate Advance into a Eurocurrency Ratable Advance or continuation of a Eurocurrency Ratable Advance not later than 10:00 11:00 a.m. (Chicago New York time) at least one three (3) Business Day, in the case of a conversion into a Base Rate Advance or three Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable Advance, Days prior to the date of the requested conversion or continuation, specifying:
(ia) the requested date, which shall be a Business Day, of such conversion or continuation,
(iib) the aggregate amount and Type of the Ratable Advance which is to be converted or continuedcontinued as a Eurocurrency Advance; provided that no Advance made in a Foreign Currency may be converted into an Alternate Base Rate Advance, and
(iiic) the Agreed Currency duration of any Ratable Advance which is to be converted into or continued as a Eurocurrency Ratable Advance and the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case of Loans that are Eurocurrency Ratable Loans, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised of Base Rate Loans.
Appears in 1 contract
Conversion and Continuation of Outstanding Advances. Alternate Base Rate Advances shall continue as Alternate Base Rate Advances unless and until such Alternate Base Rate Advances are converted into Eurocurrency Ratable Advances pursuant to this Section 2.02.4 Section 2.09 or are prepaid repaid in accordance with Section 2.08Section 2.07. Each Eurocurrency Ratable Advance shall continue as a Eurocurrency Ratable Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
time (aif denominated in Dollars) each such Eurocurrency Ratable Advance denominated in Dollars shall be automatically converted into a an Alternate Base Rate Advance or (if denominated in a Foreign Currency) such Eurocurrency Advance shall be automatically continued as a Eurocurrency Advance in its original currency with an Interest Period of one month, in each case, unless (x) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 Section 2.07 or (y) the Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period; and
(b) each such Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars shall continue as a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency Interest Period of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period. Subject to the terms of Section 2.07Section 2.06, the Borrower may elect from time to time to convert all or any part of an Alternate Base Rate Advance into a Ratable Eurocurrency Advance. No Advance of any Type may be converted into any other Type or Types of Advances continued as an Advance denominated in a different currency, but instead must be repaid in the same or any original currency of such Advance and reborrowed in the other Agreed Currency; provided that any conversion of any Eurocurrency Ratable currency. No Advance made on in a Foreign Currency may be converted into an Alternate Base Rate Advance, but instead must be prepaid as a Eurocurrency Advance and reborrowed in Dollars. Notwithstanding anything to the contrary contained in this Section 2.09, when any day Default has occurred and is continuing (I) no Dollar-denominated Advance may be converted or continued as a Eurocurrency Advance (except with the consent of the Required Lenders) and (II) no Eurocurrency Advance denominated in a Foreign Currency shall be continued other than the last day of the as a Eurocurrency Loan in its original currency with an Interest Period applicable thereto shall be subject to Section 2.22of one month. The Borrower shall give the Administrative Agent irrevocable notice substantially in the form of Exhibit F (a “Conversion/Continuation Notice”) or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), in each case appropriately completed and signed by an Authorized Officer of the Borrower, of each conversion of an Alternate Base Rate Advance into a Eurocurrency Ratable Advance or continuation of a Eurocurrency Ratable Advance not later than 10:00 11:00 a.m. (Chicago New York time) at least one three (3) Business Day, in the case of a conversion into a Base Rate Advance or three Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable Advance, Days prior to the date of the requested conversion or continuation, specifying:
(ia) the requested date, which shall be a Business Day, of such conversion or continuation,
(iib) the aggregate amount and Type of the Ratable Advance which is to be converted or continuedcontinued as a Eurocurrency Advance; provided that no Advance made in a Foreign Currency may be converted into an Alternate Base Rate Advance, and
(iiic) the Agreed Currency duration of any Ratable Advance which is to be converted into or continued as a Eurocurrency Ratable Advance and the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case of Loans that are Eurocurrency Ratable Loans, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised of Base Rate Loans.
Appears in 1 contract
Conversion and Continuation of Outstanding Advances. Base Floating Rate Advances shall continue as Base Floating Rate Advances unless and until such Base Floating Rate Advances are converted into Eurocurrency Ratable Advances pursuant to this Section 2.02.4 or are prepaid in accordance with Section 2.08LIBOR Rate Advances. Each Eurocurrency Ratable LIBOR Rate Advance shall continue as a Eurocurrency Ratable LIBOR Rate Advance until the end of the then applicable Eurocurrency LIBOR Interest Period therefor, at which time:
(a) each time such Eurocurrency Ratable LIBOR Rate Advance denominated in Dollars shall be automatically converted into a Base Floating Rate Advance unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the Borrower shall have given the Administrative Agent a “Conversion/Continuation Notice (as defined below) Notice” requesting that, at the end of such Eurocurrency LIBOR Interest Period, such Eurocurrency Ratable LIBOR Rate Advance either continue as a Eurocurrency Ratable LIBOR Rate Advance for the same or another Eurocurrency Interest Period; and
(b) each such Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars shall continue as a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency LIBOR Interest Period or be converted to an Advance of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest PeriodType. Subject to the terms of Section 2.072.7, the Borrower may elect from time to time to convert all or any part of a Ratable an Advance of any Type into any other Type or Types of Advances denominated in the same or any other Agreed CurrencyAdvances; provided that any conversion of any Eurocurrency Ratable LIBOR Rate Advance shall be made on any day other than on, and only on, the last day of the Eurocurrency Interest Period applicable thereto shall be subject to Section 2.22thereto. The Borrower shall give the Administrative Agent irrevocable notice (a “Conversion/Continuation Notice”) of each conversion of an Advance to a Eurocurrency Ratable LIBOR Rate Advance or continuation of a Eurocurrency Ratable LIBOR Rate Advance not later than 10:00 11:00 a.m. (Chicago Cleveland time) ), at 15031925\V-9 least one Business Day, in the case of a conversion into a Base Rate Advance or three Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable LIBOR Rate Advance, prior to the date of the requested conversion or continuation, specifying:
(i) the requested date, date which shall be a Business Day, of such conversion or continuation,;
(ii) the aggregate amount and Type of the Ratable Advance which is to be converted or continued, ; and
(iii) the Agreed Currency amount and Type(s) of any Ratable Advance(s) into which such Advance which is to be converted or continued and, in the case of a conversion into or continued as continuation of a Eurocurrency Ratable Advance and LIBOR Rate Advance, the Eurocurrency duration of the LIBOR Interest Period applicable thereto. A Conversion/Continuation Notice mayNo Interest Period may end after the Facility Termination Date and, if it so specifies, apply to only a portion of unless the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (orLenders otherwise agree in writing, in the case of Loans that are Eurocurrency Ratable Loans, the Approximate Equivalent Amount if denominated in an Agreed Currency other no event may there be more than Dollars), in each case unless such portion is comprised of Base six (6) different Interest Periods for LIBOR Rate LoansAdvances outstanding at any one time.
Appears in 1 contract
Samples: Secured Line of Credit Loan Agreement (Glimcher Realty Trust)
Conversion and Continuation of Outstanding Advances. Base Floating Rate Advances shall continue as Base Floating Rate Advances unless and until such Base Rate Advances are converted into Eurocurrency Ratable Advances pursuant to this Section 2.02.4 or are prepaid in accordance with Section 2.08Fixed Rate Advances. Each Eurocurrency Ratable Eurodollar Committed Advance shall continue as a Eurocurrency Ratable Eurodollar Committed Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
(a) each time such Eurocurrency Ratable Eurodollar Committed Advance denominated in Dollars shall be automatically converted into a Base Floating Rate Advance unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Eurodollar Committed Advance either continue as a Eurocurrency Ratable Eurodollar Committed Advance for the same or another Eurocurrency Interest Period; and
(b) each such Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars shall continue as a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency Interest Period of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the Borrower shall have given the Agent be converted into a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest PeriodFloating Rate Advance. Subject to the terms of Section 2.072.7, the Borrower may elect from time to time to convert all or any part of a Ratable Tranche A Advance of any either Type into any the other Type of Tranche A Advance or Types of Advances denominated in the same to convert all or any part of a Tranche B Advance of either Type into the other Agreed CurrencyType of Tranche B Advance; provided that any conversion of any Eurocurrency Ratable Eurodollar Committed Advance shall be made on any day other than on, and only on, the last day of the Eurocurrency Interest Period applicable thereto shall be subject to Section 2.22thereto. The Borrower shall give the Agent irrevocable notice (a “"Conversion/Continuation Notice”") of each conversion of a Eurocurrency Ratable Tranche A Advance, a Tranche B Advance or continuation of a Eurocurrency Ratable Eurodollar Committed Advance not later than 10:00 a.m. (Chicago time) at least one Business Day, in the case of a conversion into a Base Floating Rate Advance or three Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable Eurodollar Advance, prior to the date of the requested conversion or continuation, specifying:
(i) the requested date, date which shall be a Business Day, of such conversion or continuation,;
(ii) the aggregate amount amount, whether a Tranche A Advance or a Tranche B Advance and Type of the Ratable Advance which is to be converted or continued, ; and
(iii) the Agreed Currency amount and Type(s) of any Ratable Advance(s) into which such Advance which is to be converted into or continued as a Eurocurrency Ratable Advance and the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (orand, in the case of Loans that are Eurocurrency Ratable Loansa conversion into or continuation of a Eurodollar Committed Advance, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised duration of Base Rate Loansthe Interest Period applicable thereto.
Appears in 1 contract
Samples: Credit Agreement (NGC Corp)
Conversion and Continuation of Outstanding Advances. Base (a) Floating Rate Advances (other than Swing Line Loans which are addressed in clause (b) below) shall continue as Base Floating Rate Advances unless and until such Base Floating Rate Advances are converted into Eurocurrency Ratable Advances pursuant to this Section 2.02.4 2.10 or are prepaid repaid in accordance with Section 2.082.8. Each Eurocurrency Ratable Advance (other than UK Swing Line Loans and Singapore Swing Line Loans which are addressed in clause (b) below) shall continue as a Eurocurrency Ratable Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
(ai) each such Eurocurrency Ratable Advance denominated in Dollars shall be automatically converted into a Base Floating Rate Advance unless (xA) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.8 or (yB) the applicable Borrower shall have timely given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance either continue as a Eurocurrency Ratable Advance Advance, denominated in Dollars, for the same or another Eurocurrency Interest PeriodPeriod or be converted into a Floating Rate Advance; and
(bii) each such Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars shall automatically continue as a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency an Interest Period of one month unless (xA) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.8 or (yB) the applicable Borrower shall have timely given the Agent European Administrative Agent, or Canadian Administrative Agent, as applicable, a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance Advance, denominated in the same Agreed Currency, for the same or another Eurocurrency Interest Period.
(b) Each US Swing Line Loan that is a Floating Rate Loan shall, subject to Section 2.5.2(d), continue as such unless prepaid or repaid. Each Canadian Swing Line Loan that is a Canadian Prime Rate Loan shall, subject to Section 2.5.1(d), continue as such unless prepaid or repaid. Each Swing Line Loan that is an Offered Rate Loan and each Swing Line Loan that is a Eurocurrency Loan, as applicable, shall, subject to Section 2.5.1(d), 2.5.2(d), 2.5.3(d), or 2.5.4(d), as applicable, continue as such until the end of the then applicable Interest Period therefor, at which time such Swing Line Loan shall be prepaid or repaid.
(c) Subject to the terms of Section 2.072.7, the any Borrower may elect from time to time to convert all or any part of a Ratable an Advance of any Type into any other Type or Types of Advances denominated in the same or any other Agreed Currency; provided that any conversion of any Eurocurrency Ratable Advance shall be made on any day other than on, and only on, the last day of the Eurocurrency Interest Period applicable thereto shall be subject to Section 2.22thereto. The Such Borrower shall give the Administrative Agent (in the case of an Advance denominated in Dollars), the European Administrative Agent (in the case of an Advance denominated in an Agreed Currency other than Dollars or Canadian Dollars), or the Canadian Administrative Agent (in the case of an Advance denominated in Canadian Dollars), as applicable, irrevocable notice (a “Conversion/Continuation Notice”) of each conversion of a Eurocurrency Ratable an Advance or continuation of a Eurocurrency Ratable Advance, which notice shall be in writing in the case of any continuation or conversion of a Eurocurrency Advance delivered to the European Administrative Agent or the Canadian Administrative Agent, not later than 10:00 a.m. (Chicago Central time) at least one Business DayDay prior to the date of the requested conversion or continuation, in the case of a conversion into a Base Floating Rate Advance or Advance, 10:00 a.m. (Central time) at least three Business DaysDays prior to the date of the requested conversion or continuation, in the case of a conversion into or continuation of a Eurocurrency Ratable AdvanceAdvance denominated in Dollars, 10:00 a.m. (Toronto time) at least three Business Days prior to the date of the requested conversion or continuation, in the case of a conversion into or continuation of a Eurocurrency Advance denominated in Canadian Dollars, or 11:00 a.m. (London time) at least three Business Days prior to the date of the requested conversion or continuation, in the case of a conversion into or continuation of a Eurocurrency Advance denominated in an Agreed Currency other than Dollars or Canadian Dollars, prior to the date of the requested conversion or continuation, specifying:
specifying (i) the requested date, which shall be a Business Day, of such conversion or continuation,
, and (ii) the aggregate Agreed Currency, amount and Type Type(s) of the Ratable Advance(s) into which such Advance which is to be converted or continued, continued and
(iii) the Agreed Currency of any Ratable Advance which is to be converted into or continued as a Eurocurrency Ratable Advance and the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case of Loans that are a conversion into or continuation of a Eurocurrency Ratable LoansAdvance, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised duration of Base Rate Loansthe Interest Period applicable thereto.
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Conversion and Continuation of Outstanding Advances. Alternate Base Rate Advances shall continue as Alternate Base Rate Advances unless and until such Alternate Base Rate Advances are converted into Eurocurrency Ratable Advances pursuant to this Section 2.02.4 2.09 or are prepaid repaid in accordance with Section 2.082.07. Each Eurocurrency Ratable Advance shall continue as a Eurocurrency Ratable Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
time (aif denominated in Dollars) each such Eurocurrency Ratable Advance denominated in Dollars shall be automatically converted into a an Alternate Base Rate Advance or (if denominated in a Foreign Currency) such Eurocurrency Advance shall be automatically continued as Eurocurrency Advance in its original currency with an Interest Period of (I) in the case of a Swingline Loan, one week or (II) in all other cases, one month, in each case, unless (x) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.07 or (y) the Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period; and
(b) each such Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars shall continue as a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency Interest Period of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period. Subject to the terms of Section 2.072.06, the Borrower may elect from time to time to convert all or any part of an Alternate Base Rate Advance into a Ratable Eurocurrency Advance. No Advance of any Type may be converted into any other Type or Types of Advances continued as an Advance denominated in a different currency, but instead must be repaid in the same or any original currency of such Advance and reborrowed in the other Agreed Currency; provided that any conversion of any Eurocurrency Ratable currency. No Advance made on in a Foreign Currency may be converted into an Alternate Base Rate Advance, but instead must be prepaid as a Eurocurrency Advance and reborrowed in Dollars. Notwithstanding anything to the contrary contained in this Section 2.09, when any day Default has occurred and is continuing (I) no Dollar-denominated Advance may be converted or continued as a Eurocurrency Advance (except with the consent of the Required Lenders), (II) no Eurocurrency Advance (other than the last day of the a Swingline Loan) denominated in a Foreign Currency shall be continued other than as a Eurocurrency Loan in its original currency with an Interest Period applicable thereto of one month and (III) each Swingline Loan shall be subject continued as a Eurocurrency Loan in its original currency with an Interest Period of one week or such other period agreed to Section 2.22by the applicable Swingline Lender and the Borrower. The Borrower shall give the Administrative Agent irrevocable (and, with respect to a Swingline Borrowing, the applicable Swingline Lender) notice substantially in the form of Exhibit F (a “Conversion/Continuation Notice”) or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), in each case appropriately completed and signed by an Authorized Officer of the Borrower, of each conversion of an Alternate Base Rate Advance into a Eurocurrency Ratable Advance or continuation of a Eurocurrency Ratable Advance not later than 10:00 11:00 a.m. (Chicago Pacific time) at least one three (3) Business Day, in the case of a conversion into a Base Rate Advance or three Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable Advance, Days prior to the date of the requested conversion or continuation, specifying:
(ia) the requested date, which shall be a Business Day, of such conversion or continuation,
(iib) the aggregate amount and Type of the Ratable Advance which is to be converted or continuedcontinued as a Eurocurrency Advance; provided that no Advance made in a Foreign Currency may be converted into an Alternate Base Rate Advance, and
(iiic) the Agreed Currency duration of any Ratable Advance which is to be converted into or continued as a Eurocurrency Ratable Advance and the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case Swingline Loan shall have an Interest Period of Loans that are Eurocurrency Ratable Loans, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised of Base Rate Loansone week.
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Conversion and Continuation of Outstanding Advances. Base Rate ABR Advances (other than Swing Line Loans) shall continue as Base Rate ABR Advances unless and until such Base Rate ABR Advances are converted into Eurocurrency Ratable Advances pursuant to this Section 2.02.4 2.10 or are prepaid repaid in accordance with Section 2.082.8. Each Eurocurrency Ratable Advance shall continue as a Eurocurrency Ratable Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
(ai) each such Eurocurrency Ratable Advance denominated in Dollars shall be automatically converted into a Base Rate an ABR Advance unless (x) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.8 or (y) the Borrower shall have given the Agent a Conversion Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurocurrency Advance either continue as a Eurocurrency Advance for the same or another Interest Period or be converted into an ABR Advance; and
(ii) each such Eurocurrency Advance denominated in an Agreed Currency other than Dollars shall automatically continue as a Eurocurrency Advance in the same Agreed Currency with an Interest Period of one month unless (x) such Eurocurrency Advance is or was repaid in accordance with Section 2.8 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period; and
(b) each such Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars shall continue as a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency Interest Period of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period. Subject to the terms of Section 2.072.7, the Borrower may elect from time to time to convert all or any part of a Ratable an ABR Advance of any Type into any other Type or Types of Advances denominated in the same or any other Agreed Currency; provided that any conversion of any Eurocurrency Ratable Advance made on any day (other than the last day of the a Swing Line Loan) into a Eurocurrency Interest Period applicable thereto shall be subject to Section 2.22Advance in Dollars. The Borrower shall give the Agent irrevocable notice (a “"Conversion/Continuation Notice”") of each conversion of an ABR Advance into a Eurocurrency Ratable Advance in Dollars or continuation of a Eurocurrency Ratable Advance not later than 10:00 a.m. (Chicago Chicago, Illinois time) at least one Business Day, in the case of a conversion into a Base Rate Advance or three Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable AdvanceAdvance denominated in Dollars, or at least four Business Days, in the case of a continuation of a Eurocurrency Advance denominated in an Agreed Currency other than Dollars, prior to the date of the requested conversion or continuation, specifying:
(i) the requested date, which shall be a Business Day, of such conversion or continuation,
(ii) the Agreed Currency, the aggregate amount and Type of the Ratable Advance which is to be converted or continued, and
(iii) the Agreed Currency amount of any Ratable such Advance which is to be converted into or continued as a Eurocurrency Ratable Advance and the Eurocurrency duration of the Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case of Loans that are Eurocurrency Ratable Loans, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised of Base Rate Loans.
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Conversion and Continuation of Outstanding Advances. Base (a) Floating Rate Advances shall continue as Base Floating Rate Advances unless and until such Base Floating Rate Advances are converted into Eurocurrency Ratable Fixed Rate Advances pursuant to this Section 2.02.4 2.7 or are prepaid repaid in accordance with Section 2.08this Agreement. Each Eurocurrency Ratable Fixed Rate Advance shall continue as a Eurocurrency Ratable Fixed Rate Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
(a) each time such Eurocurrency Ratable Fixed Rate Advance denominated in Dollars shall be automatically converted into a Base Floating Rate Advance Advance, other than any UK Fixed Rate Advance, unless (xa) such Eurocurrency Ratable Fixed Rate Advance is or was prepaid repaid in accordance with Section 2.08 this Agreement or (yb) the Domestic Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Fixed Rate Advance continue continues as a Eurocurrency Ratable Fixed Rate Advance for the same or another Eurocurrency Interest Period; and
(b) each such Eurocurrency Ratable . Each UK Fixed Rate Advance denominated in an Agreed Currency other than Dollars shall continue as a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency Interest Period of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency the applicable Interest PeriodPeriod therefor, such Eurocurrency Ratable Advance continue unless repaid, be continued as a Eurocurrency Ratable UK Fixed Rate Advance for with an Interest Period with the same or another Eurocurrency Interest Periodleast number of days possible. Subject to the terms of Section 2.072.4, the Domestic Borrower may elect from time to time to convert all or any part of a Ratable Floating Rate Advance of any Type into any other Type or Types of Advances denominated in the same or any other Agreed Currency; provided that any conversion of any Eurocurrency Ratable Advance made on any day other than the last day of the Eurocurrency Interest Period applicable thereto shall be subject to Section 2.22a Fixed Rate Advance. The Domestic Borrower shall give the Agent irrevocable notice in the form of EXHIBIT B (a “"Conversion/Continuation Notice”") of each conversion of a Eurocurrency Ratable Floating Rate Advance into a Fixed Rate Advance or continuation of a Eurocurrency Ratable Fixed Rate Advance not later than 10:00 a.m. (Chicago time) at least one Business Day, in the case of a conversion into a Base Rate Advance or three Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable Advance, Days prior to the date of the requested conversion or continuation, specifying:
specifying (i) the requested date, which shall be a Business Day, of such conversion or continuation,
, (ii) the aggregate amount and Type of the Ratable Advance which is to be converted or continued, and
(iii) the Agreed Currency amount of any Ratable such Advance which is to be converted into or continued as a Eurocurrency Ratable Fixed Rate Advance (provided that the amounts set forth in Section 2.4 shall be complied with), and (iv) the Eurocurrency duration of the Interest Period applicable thereto. A In each Conversion/Continuance Notice, the Domestic Borrower shall designate whether any Advance is a Fixed Asset Advance or a Capex Advance.
(b) Each UK Fixed Rate Advance shall continue as a UK Fixed Rate Advance until the end of the then applicable Interest Period therefor, at which time such Fixed Rate Advance shall be repaid in accordance with this Agreement unless the Domestic Borrower shall have given the Agent a Continuation Notice mayrequesting that, if it so specifiesat the end of such Interest Period, apply such Fixed Rate Advance continues as a UK Fixed Rate Advance for the same or another Interest Period. The Domestic Borrower shall give the Agent irrevocable notice in the form of EXHIBIT B of each continuation of a UK Fixed Rate Advance (with a copy to only a portion the UK Correspondent Lender) not later than 10:00 a.m. (Chicago time) at least three Business Days prior to the date of the requested continuation, specifying (i) the requested date, which shall be a Business Day, of such continuation, (ii) the aggregate principal amount of the relevant Advances; UK Fixed Rate Advance which is to be continued (provided that (A) such portion is allocated ratably among the Loans comprising such Advance amounts set forth in Section 2.4 shall be complied with), and (Biii) the portion to which such Conversion/Continuation Notice applies, and duration of the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case of Loans that are Eurocurrency Ratable Loans, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised of Base Rate LoansInterest Period applicable thereto.
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Conversion and Continuation of Outstanding Advances. Base Floating --------------------------------------------------- Rate Advances shall continue as Base Floating Rate Advances unless and until such Base Floating Rate Advances are converted into Eurocurrency Ratable Advances pursuant to this Section 2.02.4 or are prepaid in accordance with Section 2.08Advances. Each Eurocurrency Ratable Advance shall continue as a Eurocurrency Ratable Advance of such Type until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
(a) each time such Eurocurrency Ratable Advance denominated (other than Eurocurrency Advances in Dollars Agreed Currencies other than Dollars) shall be automatically converted into a Base Floating Rate Advance unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the applicable Borrower shall have given the Agent a Conversion/Continuation Notice (as defined belowwhich, in the case of the Non-U.S. Subsidiary Borrower, may be delivered the Borrower may on its behalf) Conversion/Continuation Notice, in accordance with the terms of this Section 2.10 requesting that, at the end of such Eurocurrency ------------ Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period; and
(b) each such Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars shall continue as a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency Interest Period of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period. Unless a Conversion/Continuation Notice shall have timely been given in accordance with the terms of this Section 2.10, Eurocurrency Advances in an Agreed ------------ Currency other than Dollars shall automatically continue as Eurocurrency Advances in the same Agreed Currency with an Eurocurrency Interest Period of one (1) month. Subject to the terms of Section 2.072.8, the applicable Borrower ----------- may elect from time to time to convert all or any part of a Ratable Advance of the Term Loan or the Revolving Loans from any Type into any other Type of Loan or Types of Advances denominated in the same or any other Agreed CurrencyLoans; provided that any conversion of any Eurocurrency Ratable Advance shall be -------- made on any day other than on, and only on, the last day of the Eurocurrency Interest Period applicable thereto shall be subject to Section 2.22thereto. The applicable Borrower shall give the Agent irrevocable notice (a “Conversion"CONVERSION/CONTINUATION NOTICE") or, in the case of the Non-U.S. Subsidiary Borrower, the Borrower may give the Agent a Conversion/ Continuation Notice”) Notice on its behalf, of each conversion of a Eurocurrency Ratable Floating Rate Advance or continuation of a Eurocurrency Ratable Advance not later than 10:00 a.m. (Chicago time) at least one four Business Day, in the case of a conversion into a Base Rate Advance or three Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable Advance, Days prior to the date of the requested conversion or continuation, specifying:
(i) the requested date, which shall be a Business Day, of such conversion or continuation,;
(ii) the aggregate amount and Type of the Ratable Advance which is to be converted or continued, ; and
(iii) the Agreed Currency amount and Type(s) of any Ratable Advance(s) into which such Advance which is to be converted or continued and, in the case of a conversion into or continued as continuation of a Eurocurrency Ratable Advance and Advance, the duration of the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice mayNotwithstanding anything herein to the contrary, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case of Loans that are Eurocurrency Ratable Loans, the Approximate Equivalent Amount if denominated Advances in an Agreed Currency other than Dollars)may be converted and/or continued as Eurocurrency Advances only in the same Agreed Currency. Promptly after receipt of any Conversion/Continuation Notice, in each case unless such portion is comprised of Base Rate Loansthe Agent shall provide the Lenders with notice thereof.
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Conversion and Continuation of Outstanding Advances. Each Alternate Base Rate Advances Advance shall continue as an Alternate Base Rate Advances Advance unless and until such Alternate Base Rate Advances are Advance is converted into Eurocurrency Ratable Advances a Eurodollar Advance pursuant to this Section 2.02.4 2.10 or are prepaid is repaid in accordance with Section 2.082.07. Each Eurocurrency Ratable Eurodollar Advance shall continue as a Eurocurrency Ratable Eurodollar Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
(a) each time such Eurocurrency Ratable Eurodollar Advance denominated in Dollars shall be automatically converted into a an Alternate Base Rate Advance unless (xa) such Eurocurrency Ratable Eurodollar Advance is or was prepaid repaid in accordance with Section 2.08 2.07 or (yb) the Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Eurodollar Advance continue as a Eurocurrency Ratable Eurodollar Advance for the same or another Eurocurrency Interest Period; and
(b) each such Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars shall continue as a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency Interest Period of one month unless (x) or, if no Interest Period is specified in such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice Notice, continuation shall be for a one (as defined below1) requesting that, at the end of such Eurocurrency month Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period). Subject to the terms of Section 2.072.06, the Borrower may elect from time to time to convert all or any part of an Alternate Base Rate Advance into a Eurodollar Advance. Subject to the payment of any funding indemnification amounts required by Section 3.04, the Borrower may elect from time to time to convert all or any part of a Ratable Eurodollar Advance of any Type into any other Type or Types of Advances denominated in the same or any other Agreed Currency; provided that any conversion of any Eurocurrency Ratable Advance made on any day other than the last day of the Eurocurrency Interest Period applicable thereto shall be subject to Section 2.22an Alternate Base Rate Advance. The Borrower shall give the Administrative Agent irrevocable notice (a “Conversion/Continuation Notice”) of each (x) conversion of an Alternate Base Rate Advance into a Eurocurrency Ratable Eurodollar Advance or the continuation of a Eurocurrency Ratable Eurodollar Advance as a new Eurodollar Advance not later than 10:00 11:00 a.m. (Chicago New York time) at least one three (3) Business Days prior to the date of the requested conversion or continuation and (y) conversion of a Eurodollar Advance into an Alternate Base Rate Advance, not later than 11:00 a.m. (New York time) on the date of the requested conversion, in each case specifying:
(a) the requested date of such conversion or continuation, which shall be a Business Day, in ;
(b) the case aggregate amount and Type of a conversion the Advance which is to be converted or continued; and
(c) the amount and Type(s) of Advance(s) into a Base Rate which such Advance is to be converted or three Business Dayscontinued and, in the case of a conversion into or continuation of a Eurocurrency Ratable Eurodollar Advance, prior to the date duration of the requested conversion or continuation, specifying:
(i) the requested date, which shall be a Business Day, of such conversion or continuation,
(ii) the aggregate amount and Type of the Ratable Advance which is to be converted or continued, and
(iii) the Agreed Currency of any Ratable Advance which is to be converted into or continued as a Eurocurrency Ratable Advance and the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply which shall end on or prior to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case of Loans that are Eurocurrency Ratable Loans, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised of Base Rate LoansMaturity Date.
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Samples: Senior Bridge Term Loan Credit Agreement (Aon Corp)
Conversion and Continuation of Outstanding Advances. Base Floating Rate Advances shall continue as Base Floating Rate Advances unless and until such Base Floating Rate Advances are converted into Eurocurrency Ratable Advances pursuant to this Section 2.02.4 2.10 or are prepaid repaid in accordance with Section 2.082.8. Each Eurocurrency Ratable Advance shall continue as a Eurocurrency Ratable Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
(a) each such Eurocurrency Ratable Advance denominated in Dollars shall be automatically converted into a Base Floating Rate Advance unless (x) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.8 or (y) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance either continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest PeriodPeriod or be converted into a Floating Rate Advance; and
(b) each such Eurocurrency Ratable Multicurrency Advance denominated in an Agreed Currency other than Dollars shall automatically continue as a Eurocurrency Ratable Multicurrency Advance in the same Agreed Currency with a Eurocurrency an Interest Period of one month unless (x) such Eurocurrency Ratable Multicurrency Advance is or was prepaid repaid in accordance with Section 2.08 2.8 or (y) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Multicurrency Advance continue as a Eurocurrency Ratable Multicurrency Advance for the same or another Eurocurrency Interest Period. Subject to the terms of Section 2.072.7, the applicable Borrower may elect from time to time to convert all or any part of a Ratable an Advance of any Type into any other Type or Types of Advances denominated in the same or any other Agreed Currency (other than an Alternate Currency); provided that any conversion of any Eurocurrency Ratable Advance shall be made on any day other than on, and only on, the last day of the Eurocurrency Interest Period applicable thereto shall be subject to Section 2.22thereto. The applicable Borrower shall give the Administrative Agent irrevocable notice (each a “Conversion/Continuation Notice”) of each conversion of a Eurocurrency Ratable an Advance or continuation of a Eurocurrency Ratable Advance not later than 10:00 11:00 a.m. (Chicago time) at least one Business Day, in the case of a conversion into a Base Floating Rate Advance or Advance, three (3) Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable Advance denominated in Dollars, or four (4) Business Days, in the case of a conversion into or continuation of a Multicurrency Advance, prior to the date of the requested conversion or continuation, specifying:
(ia) the requested date, which shall be a Business Day, of such conversion or continuation,; and
(iib) the aggregate Agreed Currency, amount and Type Type(s) of the Ratable Advance(s) into which such Advance which is to be converted or continued, continued and
(iii) the Agreed Currency of any Ratable Advance which is to be converted into or continued as a Eurocurrency Ratable Advance and the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case of Loans that are a conversion into or continuation of a Eurocurrency Ratable LoansAdvance, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised duration of Base Rate Loansthe Interest Period applicable thereto.
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Conversion and Continuation of Outstanding Advances. Base Floating Rate Advances (other than Swing Line Loans) shall continue as Base Floating Rate Advances unless and until such Base Floating Rate Advances are converted into Eurocurrency Ratable Advances pursuant to this Section 2.02.4 2.10 or are prepaid repaid in accordance with Section 2.082.8. Each Eurocurrency Ratable Advance shall continue as a Eurocurrency Ratable Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
(a) each such Eurocurrency Ratable Advance denominated in Dollars shall be automatically converted into a Base Floating Rate Advance unless (xi) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.8 or (yii) the Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance either continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest PeriodPeriod or be converted into a Floating Rate Advance; and
(b) each such Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars shall automatically continue as a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency an Interest Period of one month unless (xi) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.8 or (yii) the Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period. Subject to the terms of Section 2.072.10, the Borrower may elect from time to time to convert all or any part of a Ratable an Advance of any Type (other than a Swing Line Loan) into any other Type or Types of Advances denominated in the same or any other Agreed Currency; provided that any conversion of any Eurocurrency Ratable Advance shall be made on any day other than on, and only on, the last day of the Eurocurrency Interest Period applicable thereto shall be subject to Section 2.22thereto. The Borrower shall give the Administrative Agent irrevocable notice (a “Conversion/Continuation Notice”) of each conversion of a Eurocurrency Ratable an Advance or continuation of a Eurocurrency Ratable Advance not later than 10:00 a.m. (Chicago time) at least one Business Day, in the case of a conversion into a Base Floating Rate Advance or Advance, three Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable AdvanceAdvance denominated in Dollars, or four Business Days, in the case of a conversion into or continuation of a Eurocurrency Advance denominated in an Agreed Currency other than Dollars, prior to the date of the requested conversion or continuation, specifying:
(ia) the requested date, which shall be a Business Day, of such conversion or continuation,, and
(iib) the aggregate Agreed Currency, amount and Type Type(s) of the Ratable Advance(s) into which such Advance which is to be converted or continued, continued and
(iii) the Agreed Currency of any Ratable Advance which is to be converted into or continued as a Eurocurrency Ratable Advance and the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case of Loans that are a conversion into or continuation of a Eurocurrency Ratable LoansAdvance, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised duration of Base Rate Loansthe Interest Period applicable thereto.
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Samples: Credit Agreement (Clarcor Inc)
Conversion and Continuation of Outstanding Advances. Base (a) Floating Rate Advances (other than Swing Line Loans which are addressed in clause (b) below) shall continue as Base Floating Rate Advances unless and until such Base Floating Rate Advances are converted into Eurocurrency Ratable Advances pursuant to this Section 2.02.4 2.10 or are prepaid repaid in accordance with Section 2.082.8. Each Eurocurrency Ratable Advance (other than UK Swing Line Loans which are addressed in clause (b) below) shall continue as a Eurocurrency Ratable Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
(ai) each such Eurocurrency Ratable Advance denominated in Dollars shall be automatically converted into a Base Floating Rate Advance unless (xA) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.8 or (yB) the applicable Borrower shall have timely given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance either continue as a Eurocurrency Ratable Advance Advance, denominated in Dollars, for the same or another Eurocurrency Interest PeriodPeriod or be converted into a Floating Rate Advance; and
(bii) each such Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars shall automatically continue as a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency an Interest Period of one month unless (xA) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.8 or (yB) the applicable Borrower shall have timely given the Agent European Administrative Agent, or Canadian Administrative Agent, as applicable, a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance Advance, denominated in the same Agreed Currency, for the same or another Eurocurrency Interest Period.
(b) Each Canadian Swing Line Loan that is a Canadian Prime Rate Loan shall, subject to Section 2.5.1(d), continue as such unless prepaid or repaid. Each Swing Line Loan that is an Offered Rate Loan and each Swing Line Loan that is a Eurocurrency Loan, as applicable, shall, subject to Section 2.5.1(d) or 2.5.3(d), as applicable, continue as such until the end of the then applicable Interest Period therefor, at which time such Swing Line Loan shall be prepaid or repaid.
(c) Subject to the terms of Section 2.072.7, the any Borrower may elect from time to time to convert all or any part of a Ratable an Advance of any Type into any other Type or Types of Advances denominated in the same or any other Agreed Currency; provided that any no conversion of any Eurocurrency Ratable Advance shall be made on any day other than the last day of the Eurocurrency Interest Period applicable thereto shall be subject to unless the applicable Borrower simultaneously pays any funding indemnification amounts required by Section 2.22. The Borrower shall give the Agent irrevocable notice (a “Conversion/Continuation Notice”) of each conversion of a Eurocurrency Ratable Advance or continuation of a Eurocurrency Ratable Advance not later than 10:00 a.m. (Chicago time) at least one Business Day, in the case of a conversion into a Base Rate Advance or three Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable Advance, prior to the date of the requested conversion or continuation, specifying:
(i) the requested date, which shall be a Business Day, of such conversion or continuation,
(ii) the aggregate amount and Type of the Ratable Advance which is to be converted or continued, and
(iii) the Agreed Currency of any Ratable Advance which is to be converted into or continued as a Eurocurrency Ratable Advance and the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case of Loans that are Eurocurrency Ratable Loans, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised of Base Rate Loans3.
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Conversion and Continuation of Outstanding Advances. (a) Base Rate Advances (other than Swing Line Loans) shall continue as Base Rate Advances unless and until such Base Rate Advances are converted into Eurocurrency Ratable Advances pursuant to this Section 2.02.4 2.10 or are prepaid repaid in accordance with Section 2.082.8. Each Eurocurrency Ratable Advance shall continue as a Eurocurrency Ratable Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
(ai) each such Eurocurrency Ratable Advance denominated in Dollars shall be automatically converted into a Base Rate Advance unless (xA) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.8 or (yB) the applicable Borrower shall have timely given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance either continue as a Eurocurrency Ratable Advance Advance, denominated in Dollars, for the same or another Eurocurrency Interest PeriodPeriod or be converted into a Base Rate Advance; and
(bii) each such Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars shall automatically continue as a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency an Interest Period of one month unless (xA) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.8 or (yB) the applicable Borrower shall have timely given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance Advance, denominated in the same Agreed Currency, for the same or another Eurocurrency Interest Period. .
(b) Subject to the terms of Section 2.072.7, the any Borrower may elect from time to time to convert all or any part of a Ratable an Advance of any Type into any other Type or Types of Advances denominated in the same or any other Agreed Currency; provided that any conversion of any Eurocurrency Ratable Advance shall be made on any day other than on, and only on, the last day of the Eurocurrency Interest Period applicable thereto shall be subject to Section 2.22thereto. The Such Borrower shall give the Administrative Agent irrevocable notice (a “Conversion/Continuation Notice”) of each conversion of a Eurocurrency Ratable an Advance in the form of Exhibit A-2 attached hereto or continuation of a Eurocurrency Ratable Advance in the form of Exhibit A-3 attached hereto, which notice shall be delivered to the Administrative Agent not later than 10:00 (x) 11:00 a.m. (Chicago Eastern time) at least one Business Day, in the case of a conversion into a Base Rate Advance or three Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable Advance, Day prior to the date of the requested conversion into a Base Rate Advance, (y) 11:00 a.m. (Eastern time) at least three Business Days prior to the date of a requested conversion into or continuationcontinuation of a Eurocurrency Advance denominated in Dollars or Canadian Dollars, specifying:
or (z) 11:00 a.m. (London time) at least three Business Days prior to the date of a requested conversion into or continuation of a Eurocurrency Advance denominated in Euro or Sterling, in each case specifying (i) the requested date, which shall be a Business Day, of such conversion or continuation,
, and (ii) the aggregate Agreed Currency, amount and Type Type(s) of the Ratable Advance(s) into which such Advance which is to be converted or continued, continued and
(iii) the Agreed Currency of any Ratable Advance which is to be converted into or continued as a Eurocurrency Ratable Advance and the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case of Loans that are a conversion into or continuation of a Eurocurrency Ratable LoansAdvance, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised duration of Base Rate Loansthe Interest Period applicable thereto.
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Conversion and Continuation of Outstanding Advances. Base No Conversion or Continuation of Eurocurrency Advances After Default. Floating Rate Advances (other than Swing Line Advances) shall continue as Base Floating Rate Advances unless and until such Base Floating Rate Advances are converted into Eurocurrency Ratable Advances pursuant to this Section 2.02.4 2.9 or are prepaid repaid in accordance with Section 2.082.7. Each Eurocurrency Ratable Advance shall continue as a Eurocurrency Ratable Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
(a) 2.9.1 each such Eurocurrency Ratable Advance denominated in Dollars shall be automatically converted into a Base Floating Rate Advance unless (x) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.7 or (y) the applicable Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance either continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest PeriodPeriod or be converted into a Floating Rate Advance; and
(b) 2.9.2 each such Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars shall continue as be automatically converted into a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency an Interest Period of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.7 or (y) the applicable Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period. Subject to the terms of Section 2.072.6 and the payment of any funding indemnification amounts required by Section 3.4, the applicable Borrower may elect from time to time to convert all or any part of a Ratable an Advance of any Type (other than a Swing Line Advance) into any other Type or Types of Advances denominated in the same or any other Agreed Currency; provided that (i) any conversion of any Eurocurrency Ratable Advance shall be made on any day other than on, and only on, the last day of the Eurocurrency Interest Period applicable thereto and (ii) Eurocurrency Advances consisting of Term Loans may only be converted or continued in Dollars. Notwithstanding anything to the contrary contained in this Section 2.9 during the continuance of a Default or an Unmatured Default, the Agent may (or shall at the direction of the Required Lenders), by notice to the Borrowers, declare that no Advance may be subject made as, converted to Section 2.22or, following the expiration of any Interest Periods then in effect, continued as a Eurocurrency Advance. The applicable Borrower shall give the Agent irrevocable notice (a “"Conversion/Continuation Notice”") of each conversion of a Eurocurrency Ratable an Advance or continuation of a Eurocurrency Ratable Advance not later than 10:00 a.m. 12:00 noon (Chicago time) at least one on the same Business Day, in the case of a conversion into a Base Floating Rate Advance or Advance, three (3) Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable AdvanceAdvance denominated in Dollars, or four (4) Business Days, in the case of a conversion into or continuation of a Eurocurrency Advance denominated in an Agreed Currency other than Dollars, prior to the date of the requested conversion or continuation, specifying:
(i) the requested date, which shall be a Business Day, of such conversion or continuation,, and
(ii) the aggregate Agreed Currency, amount and Type Type(s) of the Ratable Advance(s) into which such Advance which is to be converted or continued, continued and
(iii) the Agreed Currency of any Ratable Advance which is to be converted into or continued as a Eurocurrency Ratable Advance and the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case of Loans that are a conversion into or continuation of a Eurocurrency Ratable LoansAdvance, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised duration of Base Rate Loansthe Interest Period applicable thereto.
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Conversion and Continuation of Outstanding Advances. Base Floating Rate Advances (other than Swing Line Loans) shall continue as Base Floating Rate Advances unless and until such Base Floating Rate Advances are converted into Eurocurrency Ratable Advances pursuant to this Section 2.02.4 2.10 or are prepaid repaid in accordance with Section 2.082.8. Each Eurocurrency Ratable Advance shall continue as a Eurocurrency Ratable Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
(a) each such Eurocurrency Ratable Advance denominated in Dollars shall be automatically converted into a Base Floating Rate Advance unless (x) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.8 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance either continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest PeriodPeriod or be converted into a Floating Rate Advance; and
(b) each such Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars shall automatically continue as a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency an Interest Period of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.8 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period. Subject to the terms of Section 2.072.7, the Borrower may elect from time to time to convert all or any part of an Advance (other than a Ratable Advance Swing Line Loan) of any Type into any other Type or Types of Advances denominated in the same or any other Agreed Currency; provided that any conversion of any Eurocurrency Ratable Advance shall be made on any day other than on, and only on, the last day of the Eurocurrency Interest Period applicable thereto shall be subject to Section 2.22thereto. The Borrower shall give the Agent irrevocable notice (a “"Conversion/Continuation Notice”") of each conversion of a Eurocurrency Ratable an Advance or continuation of a Eurocurrency Ratable Advance not later than 10:00 11:00 a.m. (Chicago time) at least one Business Day, in the case of a conversion into a Base Floating Rate Advance or Advance, three Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable AdvanceAdvance denominated in Dollars, or four Business Days in the case of a conversion into or continuation of a Eurocurrency Advance denominated in an Agreed Currency other than Dollars, prior to the date of the requested conversion or continuation, specifying:
(i) the requested date, which shall be a Business Day, of such conversion or continuation,, and
(ii) the aggregate Agreed Currency, amount and Type Type(s) of the Ratable Advance(s) into which such Advance which is to be converted or continued, continued and
(iii) the Agreed Currency of any Ratable Advance which is to be converted into or continued as a Eurocurrency Ratable Advance and the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case of Loans that are a conversion into or continuation of a Eurocurrency Ratable LoansAdvance, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised duration of Base Rate Loansthe Interest Period applicable thereto.
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Conversion and Continuation of Outstanding Advances. Base Floating Rate Advances of a Class shall continue as Base Floating Rate Advances of such Class unless and until such Base Floating Rate Advances are converted into Eurocurrency Ratable LIBOR RateDaily Simple SOFR Advances pursuant to this Section 2.02.4 of the same Class or Term SOFR Advances of the same Class. Daily Simple SOFR Advances of a Class shall continue as Daily Simple SOFR Advances of such Class unless and until such Daily Simple SOFR Advances are prepaid in accordance with Section 2.08converted into Floating Rate Advances of the same Class or Term SOFR Advances of the same Class. Each Eurocurrency Ratable LIBOR RateTerm SOFR Advance of a Class shall continue as a Eurocurrency Ratable LIBOR RateTerm SOFR Advance of such Class until the end of the then applicable Eurocurrency Interest Period thereforthereforetherefor, at which time:
(a) each time such Eurocurrency Ratable LIBOR RateTerm SOFR Advance denominated in Dollars shall be automatically converted into a Base Floating Rate Advance of the same Class unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the Borrower shall have given the Administrative Agent a “Conversion/Continuation Notice (as defined below) Notice” requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable LIBOR RateTerm SOFR Advance either continue as a Eurocurrency Ratable LIBOR RateTerm SOFR Advance of the same Class for the same or another Eurocurrency Interest Period; and
(b) each such Eurocurrency Ratable Period or be converted to an Advance denominated in an Agreed Currency other than Dollars shall continue as a Eurocurrency Ratable Advance in of another Type but of the same Agreed Currency with a Eurocurrency Interest Period of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest PeriodClass. Subject to the terms of Section 2.072.7, the Borrower may elect from time to time to convert all or any part of a Ratable Floating Ratean Advance of any one Type of a Class into any other a LIBOR Ratean Advance of another Type or Types of Advances denominated in the same or any other Agreed CurrencyClass and vice versa; provided that any conversion of any Eurocurrency Ratable LIBOR RateTerm SOFR Advance shall be made on any day other than on, and only on, the last day of the Eurocurrency Interest Period applicable thereto shall be subject to Section 2.22thereto. The Borrower shall give the Administrative Agent irrevocable notice (a “Conversion/Continuation Notice”) of each each(X) in the case of a conversion of an Advance to a Eurocurrency Ratable LIBOR RateTerm SOFR Advance or a continuation of a Eurocurrency Ratable LIBOR RateTerm SOFR Advance not later than 10:00 a.m. (Chicago Cleveland, Ohio time) ), at least one Business Day, in the case of a conversion into a Base Rate Advance or three (3) Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable LIBOR Rate Advance, prior to the date of the requested conversion or continuation, or (Y) in the case of a conversion into or continuation of a Floating Rate Advance or a Daily Simple SOFR Advance, not later than 10:00 a.m. (Cleveland, Ohio time) on the date of the requested conversion or continuation, specifying:
(i) the requested date, date which shall be a Business Day, of such conversion or continuation,;
(ii) the aggregate amount and Type of the Ratable Advance which is to be converted or continued, and;
(iii) the Agreed Currency Class of any Ratable Advance which is to be converted or continued; and
(iv) the amount and Type(s) of Advance(s) into which such Advance is to be converted or continued as a Eurocurrency Ratable Advance and the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (orand, in the case of Loans that are Eurocurrency Ratable Loansa conversion into or continuation of a LIBOR RateTerm SOFR Advance, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised duration of Base Rate Loansthe Interest Period applicable thereto.
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Conversion and Continuation of Outstanding Advances. Base Floating Rate Advances shall continue as Base Floating Rate Advances unless and until such Base Floating Rate Advances are converted into Eurocurrency Ratable Advances pursuant to this Section 2.02.4 2.9 or are prepaid repaid in accordance with Section 2.082.7. Each Eurocurrency Ratable Advance shall continue as a Eurocurrency Ratable Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
(ai) each such Eurocurrency Ratable Advance denominated in Dollars shall be automatically converted into a Base Floating Rate Advance unless (x) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.7 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance either continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest PeriodPeriod or be converted into a Floating Rate Advance; and
(bii) each such Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars shall automatically continue as a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency an Interest Period of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.7 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period. Subject to the terms of Section 2.072.6, the Borrower may elect from time to time to convert all or any part of a Ratable an Advance of any Type into any other Type or Types of Advances denominated in the same or any other Agreed Currency; provided that any conversion of any Eurocurrency Ratable Advance shall be made on any day other than on, and only on, the last day of the Eurocurrency Interest Period applicable thereto shall be subject to Section 2.22thereto. The Borrower shall give the Agent irrevocable notice (a “"Conversion/Continuation Notice”") of each conversion of a Eurocurrency Ratable an Advance or continuation of a Eurocurrency Ratable Advance not later than 10:00 a.m. 12:00 noon (Chicago time) at least one Business Day, in the case of a conversion into a Base Floating Rate Advance or Advance, three Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable AdvanceAdvance denominated in Dollars, or four Business Days, in the case of a conversion into or continuation of a Eurocurrency Advance denominated in an Agreed Currency other than Dollars, prior to the date of the requested conversion or continuation, specifying:
(i) the requested date, which shall be a Business Day, of such conversion or continuation,, and
(ii) the aggregate Agreed Currency, amount and Type Type(s) of the Ratable Advance(s) into which such Advance which is to be converted or continued, continued and
(iii) the Agreed Currency of any Ratable Advance which is to be converted into or continued as a Eurocurrency Ratable Advance and the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case of Loans that are a conversion into or continuation of a Eurocurrency Ratable LoansAdvance, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised duration of Base Rate Loansthe Interest Period applicable thereto.
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Conversion and Continuation of Outstanding Advances. Base (a) Floating Rate Advances (other than Swing Line Loans which shall be continued as provided below) shall continue as Base Floating Rate Advances unless and until such Base Floating Rate Advances are converted into Eurocurrency Ratable Advances pursuant to this Section 2.02.4 2.10 or are prepaid repaid in accordance with Section 2.082.8. Each Eurocurrency Ratable Advance (other than Canadian Swing Line Loans which shall be continued and converted as provided below) shall continue as a Eurocurrency Ratable Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
time (ai) each such Eurocurrency Ratable Advance denominated in Dollars shall be automatically converted into a Base Floating Rate Advance unless (xA) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.8 or (yB) the applicable Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance either continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest PeriodPeriod or be converted into a Floating Rate Advance; and
and (bii) each such Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars shall automatically continue as a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency an Interest Period of one month unless (xA) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.8 or (yB) the applicable Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period.
(b) Each US Swing Line Loan shall continue as such unless prepaid or repaid. Each Canadian Swing Line Loan shall continue as such until the end of the then applicable Interest Period therefor, at which time such Canadian Swing Line Loan shall, unless prepaid or repaid or any Canadian Swing Line Lender has given the Borrower and the Agent written notice under Section 2.5.3 that it will not continue making Canadian Swing Line Loans, automatically be deemed to be continued as a Canadian Swing Line Loan in the same amount and in the same currency with an Interest Period of one month (commencing on the last day of the expiring Interest Period) unless the Borrower shall have given the Agent a Conversion/Continuation Notice requesting that, at the end of such Interest Period, such Canadian Swing Line Loan continue for the same or another Interest Period and in the same currency.
(c) Subject to the terms of Section 2.072.7, the any Borrower may elect from time to time to convert all or any part of a Ratable an Advance of any Type into any other Type or Types of Advances denominated in the same or any other Agreed Currency; provided that any conversion of any Eurocurrency Ratable Advance shall be made on any day other than on, and only on, the last day of the Eurocurrency Interest Period applicable thereto shall be subject to Section 2.22thereto. The Such Borrower shall give the Agent irrevocable notice (a “Conversion/Continuation Notice”) of each conversion of a Eurocurrency Ratable an Advance or continuation of a Eurocurrency Ratable Advance not later than 10:00 a.m. (Chicago time) at least one Business Day, in the case of a conversion into a Base Floating Rate Advance or Advance, three Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable AdvanceAdvance denominated in Dollars, or four Business Days, in the case of a conversion into or continuation of a Eurocurrency Advance denominated in an Agreed Currency other than Dollars, prior to the date of the requested conversion or continuation, specifying:
specifying (i) the requested date, which shall be a Business Day, of such conversion or continuation,
, and (ii) the aggregate Agreed Currency, amount and Type Type(s) of the Ratable Advance(s) into which such Advance which is to be converted or continued, continued and
(iii) the Agreed Currency of any Ratable Advance which is to be converted into or continued as a Eurocurrency Ratable Advance and the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case of Loans that are a conversion into or continuation of a Eurocurrency Ratable LoansAdvance, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised duration of Base Rate Loansthe Interest Period applicable thereto.
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Conversion and Continuation of Outstanding Advances. Base Rate All Term Loan Advances shall initially be CBR Advances. CBR Advances shall continue as Base Rate CBR Advances unless and until such Base Rate CBR Advances are converted into Eurocurrency Ratable Advances pursuant to this Section 2.02.4 or are prepaid in accordance with Section 2.08LIBOR Advances. Each Eurocurrency Ratable LIBOR Advance shall continue as a Eurocurrency Ratable LIBOR Advance until the end of the then applicable Eurocurrency LIBOR Interest Period therefor, at which time:
(a) each time such Eurocurrency Ratable LIBOR Advance denominated in Dollars shall be automatically converted into a Base Rate CBR Advance unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the Borrower Reimbursement Obligor shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency LIBOR Interest Period, such Eurocurrency Ratable LIBOR Advance shall continue as a Eurocurrency Ratable LIBOR Advance for the same or another Eurocurrency Interest Period; and
(b) each such Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars shall continue as a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency Interest Period of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency LIBOR Interest Period. Subject to the terms of Section 2.07SECTION 2.7, the Borrower Reimbursement Obligor may elect from time to time to convert all or any part of a Ratable Term Loan Advance of any Type into any other Type or Types of Advances denominated in the same or any other Agreed CurrencyAdvance; provided that any conversion of any Eurocurrency Ratable LIBOR Advance shall be made on any day other than on, and only on, the last day of the Eurocurrency Interest Period applicable thereto shall be subject to Section 2.22unless Reimbursement Obligor pays the applicable Break-up Fee. The Borrower Reimbursement Obligor shall give the Administrative Agent irrevocable notice (a “Conversion"CONVERSION/Continuation Notice”CONTINUATION NOTICE") of each conversion of a Eurocurrency Ratable Advance or continuation of a Eurocurrency Ratable Term Loan Advance not later than 10:00 a.m. (Chicago time) at least one Business Day, in the case of a conversion into a Base Rate Advance CBR Advance, or three Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable LIBOR Advance, prior to the date of the requested conversion or continuation, specifying:
(i) the requested date, date which shall be a Business Day, of such conversion or continuation,;
(ii) the aggregate amount and Type of the Ratable Advance which is to be converted or continued, ; and
(iii) the Agreed Currency amount and Type(s) of any Ratable Advance(s) into which such Advance which is to be converted into or continued as a Eurocurrency Ratable Advance and the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (orand, in the case of Loans that are Eurocurrency Ratable Loansa conversion into or continuation of a LIBOR Advance, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised duration of Base Rate Loansthe LIBOR Interest Period applicable thereto.
Appears in 1 contract
Samples: Credit and Reimbursement Agreement (Centerpoint Properties Trust)
Conversion and Continuation of Outstanding Advances. Base (a) Floating Rate Advances shall continue as Base Floating Rate Advances unless and until such Base Floating Rate Advances are repaid or converted into Eurocurrency Ratable Advances pursuant to this Section 2.02.4 or are prepaid in accordance with Section 2.08Advances. Each Eurocurrency Ratable Advance in Dollars (other than a Singaporean Eurocurrency Rate Advance) shall continue as a Eurocurrency Ratable Advance in Dollars until the end of the then applicable Interest Period therefor, at which time such Eurocurrency Advance shall be automatically converted into a Floating Rate Advance unless repaid or unless the Borrower shall have given the Agent a notice (a "Conversion/Continuation Notice"), which shall be irrevocable, requesting that, at the end of such Interest Period, such Eurocurrency Advance either continue as a Eurocurrency Advance for the same or another Interest Period or be converted into a Floating Rate Advance.
(b) Each Eurocurrency Advance in an Alternative Currency shall continue as such until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
time such Advance shall, unless repaid, automatically be deemed to be continued as a Eurocurrency Advance in the same amount and in the same currency with an Interest Period of one month (acommencing on the last day of the expiring Interest Period) each such Eurocurrency Ratable Advance denominated in Dollars shall be automatically converted into a Base Rate Advance unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance in the same currency for the same or another Eurocurrency Interest Period; and.
(bc) Each Canadian Swing Loan and each such Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars Singaporean Swing Loan shall continue as such until the end of the then applicable Eurocurrency Interest Period therefor, at which time such Swing Loan shall, unless repaid or the Canadian Lender or the Singaporean Lender has given the Borrower and the Agent written notice under Section 2.2(e) or 2.3(e), as applicable, that it will not continue making Canadian Swing Loans or Singaporean Swing Loans, as the case may be, automatically be deemed to be continued as a Eurocurrency Ratable Advance Swing Loan in the same Agreed Currency with a Eurocurrency Interest Period of one month unless amount and in the same
(xd) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the The Borrower shall have given give the Agent a Conversion/Continuation Notice (as defined below) requesting thatNotice, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period. Subject to the terms of Section 2.07, the Borrower may elect from time to time to convert all or any part of a Ratable Advance of any Type into any other Type or Types of Advances denominated in the same or any other Agreed Currency; provided that any conversion of any Eurocurrency Ratable Advance made on any day other than the last day of the Eurocurrency Interest Period applicable thereto which shall be subject irrevocable, with respect to Section 2.22. The Borrower shall give the Agent irrevocable notice (a “Conversion/Continuation Notice”) of each conversion of a Eurocurrency Ratable Revolving Credit Advance or continuation of a Eurocurrency Ratable Advance or a Singaporean Rate Advance (as permitted by paragraphs (a), (b), and (c) above) not later than 10:00 a.m. (Chicago time) at least one Business Dayon the date of such conversion, in the case of a conversion into a Base Floating Rate Advance Advance, or at least three Business DaysDays in the case of Revolving Credit Advances and four Business Days in the case of Swing Advances prior to the date of the requested conversion or continuation, in the case of a conversion into or continuation of a Eurocurrency Ratable Advance or a Singaporean Rate Advance, prior to the date of the requested conversion or continuation, specifying:
(i) the requested date, date which shall be a Business Day, of such conversion or continuation,;
(ii) the Relevant Borrower with respect to such Advance;
(iii) the aggregate amount amount, currency, and Type of the Ratable Advance which is to be converted or continued, ; and
(iiiiv) the Agreed Currency amount and Type(s) of any Ratable Advance(s) into which such Advance which is to be converted or continued and, in the case of a conversion into or continued as continuation of a Eurocurrency Ratable Advance and or a Singaporean Rate Advance, the Eurocurrency duration of the Interest Period applicable thereto. A Conversion/Continuation Notice mayNotwithstanding the provisions of paragraphs (a), (b), and (c) above, no Eurocurrency Advance shall be continued as or converted into a Eurocurrency Advance for a new Interest Period, no Canadian Swing Loan that is part of a Canadian Advance shall be continued into a Canadian Swing Loan for a new Interest Period, and no Singaporean Swing Loan that is part of a Singaporean Rate Advance shall be continued into a Singaporean Loan for a new Interest Period if it so specifies, apply to only a portion the Aggregate Exposure Amount (determined as of the aggregate principal amount date of any proposed conversion or continuation thereof) would exceed the relevant Advances; provided that (A) such portion is allocated ratably among Aggregate Revolving Credit Commitment. The Relevant Borrower shall reimburse the Loans comprising such Advance and (B) Agent on demand for any costs of currency exchange incurred by the portion Agent resulting from the conversion pursuant to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case this Section 2.7 of Loans that are Eurocurrency Ratable Loans, the Approximate Equivalent Amount if denominated Advances payable in an Agreed Alternative Currency other than Dollars), in each case unless such portion is comprised of Base to Floating Rate LoansAdvances.
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Conversion and Continuation of Outstanding Advances. Base Rate Advances shall continue as Base Rate Advances unless and until such Base Rate Advances are converted into Eurocurrency Ratable Term SOFR Advances pursuant to this Section 2.02.4 Section 2.09 or are prepaid repaid in accordance with Section 2.08Section 2.07. Each Eurocurrency Ratable Term SOFR Advance shall continue as a Eurocurrency Ratable Term SOFR Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
(a) each time such Eurocurrency Ratable Term SOFR Advance denominated in Dollars shall be automatically converted into continued as a Base Rate Term SOFR Advance with an Interest Period of one month, unless (x) such Eurocurrency Ratable Term SOFR Advance is or was prepaid repaid in accordance with Section 2.08 Section 2.07 or (y) the Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Term SOFR Advance convert to a Base Rate Advance or continue as a Eurocurrency Ratable Term SOFR Advance for the same or another Eurocurrency Interest Period; and
(b) each such Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars shall continue as a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency Interest Period of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period. Subject to the terms of Section 2.07Section 2.06, the Borrower may elect from time to time to convert all or any part of an Base Rate Advance into a Ratable Term SOFR Advance. For the avoidance of doubt, no Advance of any Type may be converted into any other Type or Types of Advances continued as an Advance denominated in a different currency. Notwithstanding anything to the same or contrary contained in this Section 2.09, when any other Agreed Currency; provided that any conversion Default has occurred and is continuing (I) no Base Rate Advance may be converted into a Term SOFR Advance (except with the consent of any Eurocurrency Ratable the Required Lenders) and (II) no Term SOFR Advance made on any day shall be continued other than the last day of the Eurocurrency as a Term SOFR Advance with an Interest Period applicable thereto shall be subject to Section 2.22of one month. The Borrower shall give the Administrative Agent irrevocable notice substantially in the form of Exhibit F (a “Conversion/Continuation Notice”) or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), in each case appropriately completed and signed by an Authorized Officer of the Borrower, of each conversion of a Eurocurrency Ratable Base Rate Advance or continuation into a Term SOFR Advance, conversion of a Eurocurrency Ratable Term SOFR Advance not later than 10:00 a.m. (Chicago time) at least one Business Day, in the case of a conversion into a Base Rate Advance or three Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable Advance, Term SOFR Advance not later than 11:00 a.m. (New York time) at least two (2) Business Days prior to the date of the requested conversion or continuation, specifying:
(ia) the requested date, which shall be a Business Day, of such conversion or continuation,
(iib) the aggregate amount and Type of the Ratable Advance which is to be converted or continued; provided, for the avoidance of doubt, that no Advance made in Pounds Sterling may be converted into a Base Rate Advance or Term SOFR Advance, and
(iiic) the Agreed Currency duration of any Ratable Advance which is to be converted into or continued as a Eurocurrency Ratable Advance and the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case of Loans that are Eurocurrency Ratable Loans, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised of Base Rate Loans.
Appears in 1 contract
Conversion and Continuation of Outstanding Advances. Alternate Base Rate Advances shall continue as Alternate Base Rate Advances unless and until such Alternate Base Rate Advances are converted into Eurocurrency Ratable EurocurrencySOFR Advances pursuant to this Section 2.02.4 2.09 or are prepaid repaid in accordance with Section 2.082.07. Each (a) Eurocurrency Ratable Advance shall continue as a Eurocurrency Ratable Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
time (aif denominated in Dollars) each such Eurocurrency Ratable Advance denominated in Dollars shall be automatically converted into a an Alternate Base Rate Advance or (if denominated in a Foreign Currency) such Eurocurrency Advance shall be automatically continued as Eurocurrency Advance in its original currency with an Interest Period of (I) in the case of a Swingline Loan, one week or (II) in all other cases, one month, in each case, unless and (b) SOFR Advance shall continue as a SOFR Advance until the end of the then applicable Interest Period therefor, at which time such SOFR Advance shall be automatically continued as a SOFR Advance with an Interest Period of one month, unless, in the case of the foregoing clauses (a) and (b), (x) such Eurocurrency Ratable Advance or SOFR Advance, as applicable, is or was prepaid repaid in accordance with Section 2.08 2.07 or (y) the Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such SOFR Advance convert to an Alternate Base Rate Advance or such Eurocurrency Ratable Advance or SOFR Advance, as applicable, continue as a Eurocurrency Ratable Advance or SOFR Advance, as applicable, for the same or another Eurocurrency Interest Period; and
(b) each such Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars shall continue as a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency Interest Period of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period. Subject to the terms of Section 2.072.06, the Borrower may elect from time to time to convert all or any part of an Alternate Base Rate Advance into a Ratable EurocurrencySOFR Advance. No Advance of any Type may be converted into any other Type or Types of Advances continued as an Advance denominated in a different currency, but instead must be repaid in the same or any original currency of such Advance and reborrowed in the other Agreed Currency; provided that any conversion of any Eurocurrency Ratable currency. No Advance made on in a Foreign Currency may be converted into an Alternate Base Rate Advance, but instead must be prepaid as a Eurocurrency Advance or a XXXXX Advance, as applicable, and reborrowed in Dollars. Notwithstanding anything to the contrary contained in this Section 2.09, when any day Default has occurred and is continuing (I) no Dollar-denominated Advance may be converted or continued as a Eurocurrency Advance (except with the consent of the Required Lenders), (II) no Eurocurrency Advance (other than the last day of the a Swingline Loan) denominated in a Foreign Currency shall be continued other than as a Eurocurrency Loan in its original currency with an Interest Period applicable thereto of one month and (III) each Swingline Loan shall be subject continued as a Eurocurrency Loan in its original currency with an Interest Period of one week or such other period agreed to Section 2.22by the applicable Swingline Lender and the Borrower. The Borrower shall give the Administrative Agent irrevocable (and, with respect to a Swingline Borrowing, the applicable Swingline Lender) notice substantially in the form of Exhibit F (a “Conversion/Continuation Notice”) or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), in each case appropriately completed and signed by an Authorized Officer of the Borrower, of each conversion of an Alternate Base Rate Advance into a Eurocurrency Ratable EurocurrencySOFR Advance, conversion of SOFR Advance into an Alternate Base Rate Advance or continuation of a Eurocurrency Ratable Advance or SOFR Advance not later than 10:00 11:00 a.m. (Chicago Pacific time) at least one three (3) Business Day, in the case of a conversion into a Base Rate Advance or three Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable Advance, Days prior to the date of the requested conversion or continuation, specifying:
(ia) the requested date, which shall be a Business Day, of such conversion or continuation,
(iib) the aggregate amount and Type of the Ratable Advance which is to be converted or continuedcontinued as a Eurocurrency Advance; provided that no Advance made in a Foreign Currency may be converted into an Alternate Base Rate Advance, and
(iiic) the Agreed Currency duration of any Ratable Advance which is to be converted into or continued as a Eurocurrency Ratable Advance and the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case Swingline Loan shall have an Interest Period of Loans that are Eurocurrency Ratable Loans, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised of Base Rate Loansone week.
Appears in 1 contract
Samples: Credit Agreement (Salesforce, Inc.)
Conversion and Continuation of Outstanding Advances. Base (a) Floating Rate Advances shall continue as Base Floating Rate Advances unless and until such Base Floating Rate Advances are repaid or converted into Eurocurrency Ratable Advances pursuant to this Section 2.02.4 or are prepaid in accordance with Section 2.08Eurodollar Advances. Each Eurocurrency Ratable Eurodollar Advance shall continue as a Eurocurrency Ratable Eurodollar Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
(a) each time such Eurocurrency Ratable Eurodollar Advance denominated in Dollars shall be automatically converted into a Base Floating Rate Advance unless (x) such Eurocurrency Ratable Advance is repaid or was prepaid in accordance with Section 2.08 or (y) the Borrower unless Group shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Eurodollar Advance either continue as a Eurocurrency Ratable Eurodollar Advance for the same or another Eurocurrency Interest Period; and
(b) each such Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars shall continue as a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency Interest Period of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the Borrower shall have given the Agent be converted into a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest PeriodFloating Rate Advance. Subject to the terms of Section 2.07Sections 2.7 and 3.4, the Borrower Group may elect from time to time to convert all or any part of a Ratable an Advance in Dollars of any Type into any other Type or Types of Advances denominated in Dollars.
(b) Each Eurocurrency Advance in an Alternative Currency shall continue as such until the end of the then applicable Interest Period therefor, at which time such Eurocurrency Advance shall, unless repaid, automatically be deemed to be continued as a Eurocurrency Advance in the same or any other Agreed Currency; provided that any conversion amount and the same Alternative Currency with an Interest Period of any Eurocurrency Ratable Advance made one month (commencing on any day other than the last day of the expiring Interest Period) unless Group shall have given the Agent a Conversion/Continuation Notice requesting that, at the end of such Interest Period, such Eurocurrency Advance continue as a Eurocurrency Advance in the same Alternative Currency for the same or another Interest Period applicable thereto shall be subject to Section 2.22. The Borrower Period.
(c) Group shall give the Agent irrevocable notice (a “"Conversion/Continuation Notice”") of each conversion of a Eurocurrency Ratable an Advance or continuation of a Eurocurrency Ratable Advance (as permitted by paragraphs (a) and (b) above) not later than 10:00 a.m. (Chicago time) at least one (1) Business Day, in the case of a conversion into a Base Floating Rate Advance Advance, or at least three (3) Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable Advance, prior to the date of the requested conversion or continuation, specifying:
(i) the requested date, date which shall be a Business Day, of such conversion or continuation,;
(ii) the aggregate amount amount, Permitted Currency and Type of the Ratable Advance which is to be converted or continued, ; and
(iii) the Agreed Currency amount and Type(s) of any Ratable Advance(s) into which such Advance which is to be converted or continued and, in the case of a conversion into or continued as continuation of a Eurocurrency Ratable Advance and Advance, the Eurocurrency duration of the Interest Period applicable thereto. A Conversion/Continuation Notice mayNotwithstanding the provisions of paragraphs (a) and (b) above, no Eurocurrency Advance shall be continued as or converted into a Eurocurrency Advance for a new Interest Period if it so specifies, apply to only a portion the Current Dollar Equivalent (determined as of the date of any proposed conversion or continuation thereof) of the aggregate principal amount Revolving Loan Obligations to be outstanding after giving effect to such continuation or conversion would exceed the Aggregate Revolving Loan Commitment then in effect. The Borrowers shall reimburse the Agent on demand for any costs incurred by the Agent resulting from the conversion pursuant to this Section 2.11 of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case of Loans that are Eurocurrency Ratable Loans, the Approximate Equivalent Amount if denominated Advances payable in an Agreed Alternative Currency other than Dollars), in each case unless such portion is comprised of Base to Floating Rate LoansAdvances.
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Conversion and Continuation of Outstanding Advances. Base Rate Advances shall continue as Base Rate Advances unless and until such Base Rate Advances are converted into Eurocurrency Ratable SOFR Advances pursuant to this Section 2.02.4 2.09 or are prepaid repaid in accordance with Section 2.082.07. Each Eurocurrency Ratable SOFR Advance shall continue as a Eurocurrency Ratable SOFR Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
(a) each time such Eurocurrency Ratable SOFR Advance denominated in Dollars shall be automatically converted or continued, as applicable, into a Base Rate SOFR Advance with an Interest Period of one month, unless (x) such Eurocurrency Ratable SOFR Advance is or was prepaid repaid in accordance with Section 2.08 2.07 or (y) the Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable SOFR Advance convert to a Base Rate Advance or continue as a Eurocurrency Ratable SOFR Advance for the same or another Eurocurrency Interest Period; and
(b) each such . Each Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars shall continue as a Eurocurrency Ratable Advance until the end of the then applicable Interest Period therefor, at which time such Eurocurrency Advance shall be automatically continued as a Eurocurrency Advance in the same Agreed Currency its original currency with a Eurocurrency an Interest Period of one month month, unless (x) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.07 or (y) the Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period. Subject to the terms of Section 2.072.06, the Borrower may elect from time to time to convert all or any part of a Ratable Base Rate Advance of any Type into any other Type a SOFR Advance. No Advance may be converted into or Types of Advances continued as an Advance denominated in a different currency, but instead must be repaid in the same or any original currency of such Advance and reborrowed in the other Agreed Currency; provided that any conversion of any Eurocurrency Ratable currency. No Advance made on in a Foreign Currency may be converted into a Base Rate Advance or a SOFR Advance, but instead must be prepaid as a Eurocurrency Advance and reborrowed in Dollars. No Advance made in Dollars may be converted into a Eurocurrency Advance, but instead must be prepaid as a Base Rate Advance or SOFR Advance, as applicable, and reborrowed in a Foreign Currency. Notwithstanding anything to the contrary contained in this Section 2.09, when any day Default has occurred and is continuing (I) no Dollar-denominated Advance may be converted or continued as a SOFR Advance (except with the consent of the Required Lenders) and (II) no Eurocurrency Advance shall be continued other than the last day of the as a Eurocurrency Loan in its original currency with an Interest Period applicable thereto shall be subject to Section 2.22of one month. The Borrower shall give the Administrative Agent irrevocable notice substantially in the form of Exhibit F (a “Conversion/Continuation Notice”) of each conversion of a Eurocurrency Ratable Advance or continuation of a Eurocurrency Ratable Advance not later than 10:00 a.m. (Chicago time) at least one Business Day, in such other form as may be approved by the case of a conversion into a Base Rate Advance or three Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable Advance, prior to the date of the requested conversion or continuation, specifying:
(i) the requested date, which shall be a Business Day, of such conversion or continuation,
(ii) the aggregate amount and Type of the Ratable Advance which is to be converted or continued, and
(iii) the Agreed Currency of any Ratable Advance which is to be converted into or continued as a Eurocurrency Ratable Advance and the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case of Loans that are Eurocurrency Ratable Loans, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised of Base Rate Loans.54 #98230960v1
Appears in 1 contract
Samples: Credit Agreement (RXO, Inc.)
Conversion and Continuation of Outstanding Advances. Base Floating Rate Advances shall continue as Base Floating Rate Advances unless and until such Base Floating Rate Advances are converted into Eurocurrency Ratable LIBOR Advances pursuant to this Section 2.02.4 2.9 or are prepaid repaid in accordance with Section 2.082.7. Each Eurocurrency Ratable LIBOR Advance shall continue as a Eurocurrency Ratable LIBOR Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
(a) each time such Eurocurrency Ratable LIBOR Advance denominated in Dollars shall be automatically converted into a Base Floating Rate Advance unless (x) such Eurocurrency Ratable LIBOR Advance is or was prepaid repaid in accordance with Section 2.08 or 2.7, (y) the Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable LIBOR Advance continue as a Eurocurrency Ratable LIBOR Advance for the same or another Eurocurrency Interest Period; and
(b) each such Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars shall continue as a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency Interest Period of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (yz) upon the Borrower shall have given occurrence and during the Agent a Conversion/Continuation Notice (as defined below) requesting thatcontinuance of any Default, each LIBOR Advance, may, at the end Required Lender's direction, on the last day of such Eurocurrency the then existing Interest PeriodPeriod therefor, such Eurocurrency Ratable convert into a Floating Rate Advance continue as a Eurocurrency Ratable Advance for and the same obligations of the Lenders to make, or another Eurocurrency Interest Periodto convert Floating Rate Advances into LIBOR Advances shall be suspended. Subject to the terms of Section 2.072.6, the Borrower may elect from time to time to convert all or any part of a Ratable Floating Rate Advance into a LIBOR Advance. Notwithstanding anything to the contrary contained in this Section 2.9, no Advance may be converted or continued as a LIBOR Advance (except with the consent of any Type into any other Type or Types of Advances denominated in the same or any other Agreed Currency; provided that any conversion of any Eurocurrency Ratable Advance made on any day other than the last day all of the Eurocurrency Interest Period applicable thereto shall be subject to Section 2.22Lenders) when any Default or Unmatured Default has occurred and is continuing. The Borrower shall give the Administrative Agent irrevocable notice (a “Conversion"CONVERSION/Continuation Notice”CONTINUATION NOTICE") of each conversion of a Eurocurrency Ratable Floating Rate Advance into a LIBOR Advance or continuation of a Eurocurrency Ratable LIBOR Advance not later than 10:00 a.m. (Chicago time) at least one three (3) Business Day, in the case of a conversion into a Base Rate Advance or three Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable Advance, Days prior to the date of the requested conversion or continuation, specifying:
(ia) the requested date, which shall be a Business Day, of such conversion or continuation,
(iib) the aggregate amount and Type of the Ratable Advance which is to be converted or continued, and
(iiic) the Agreed Currency amount of any Ratable such Advance which is to be converted into or continued as a Eurocurrency Ratable LIBOR Advance and the Eurocurrency duration of the Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case of Loans that are Eurocurrency Ratable Loans, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised of Base Rate Loans.
Appears in 1 contract
Conversion and Continuation of Outstanding Advances. Base Rate ABR Advances shall continue as Base Rate ABR Advances unless and until such Base Rate ABR Advances are either converted into Eurocurrency Ratable Eurodollar Advances pursuant to in accordance with this Section 2.02.4 2.2.4 or are prepaid repaid in accordance with Section 2.082.7. Each Eurocurrency Ratable Eurodollar Advance shall continue as a Eurocurrency Ratable Eurodollar Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
(a) each such Eurocurrency Ratable Eurodollar Advance denominated in Dollars shall be automatically converted into a Base Rate an ABR Advance unless (xi) such Eurocurrency Ratable Eurodollar Advance is or was prepaid repaid in accordance with Section 2.08 2.7 or (yii) the Borrower to which such Eurodollar Advance was made shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Eurodollar Advance continue as a Eurocurrency Ratable Eurodollar Advance for the same or another Eurocurrency Interest Period; and
(b) each such Eurocurrency Ratable Eurodollar Advance denominated in an Agreed Currency other than Dollars Sterling shall continue be automatically continued as a Eurocurrency Ratable Eurodollar Advance in the same Agreed Currency Sterling with a Eurocurrency Interest Period an interest period of one month unless (xi) such Eurocurrency Ratable Eurodollar Advance is or was prepaid repaid in accordance with Section 2.08 2.7 or (yii) the Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Eurodollar Advance continue as a Eurocurrency Ratable Eurodollar Advance for the same or another Eurocurrency Interest Period. Subject to the terms of Section 2.072.6, the Borrower may elect from time to time to convert all or any part of a Ratable Advance of any Type into any other Type or Types of Advances denominated in the same or any other Agreed Currency; provided that any conversion of any Eurocurrency Ratable an ABR Advance made on any day other than to the last day of the Eurocurrency Interest Period applicable thereto shall be subject to Section 2.22Borrower into a Eurodollar Advance. The Borrower shall give the Administrative Agent irrevocable notice in the form of Exhibit F hereto (a “Conversion/Continuation Notice”) of each conversion of an ABR Advance into a Eurocurrency Ratable Eurodollar Advance or continuation of a Eurocurrency Ratable Eurodollar Advance not later than 10:00 a.m. (Chicago time) at least one Business Day, in the case of a conversion into a Base Rate Advance or three Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable Advance, Days prior to the date of the requested conversion or continuationcontinuation of a Eurodollar Advance denominated in Dollars and four Business Days prior to the date of the requested conversion or continuation of a Eurodollar Advance denominated in Sterling, specifying:
(i) the requested date, which shall be a Business Day, of such conversion or continuation,
(ii) the aggregate amount and Type of the Ratable Advance which is to be converted or continued, and
(iii) the Agreed Currency of any Ratable Advance which is to be converted into or continued as a Eurocurrency Ratable Advance and the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case of Loans that are Eurocurrency Ratable Loans, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised of Base Rate Loans.
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Conversion and Continuation of Outstanding Advances. Base Floating Rate Advances shall continue as Base Floating Rate Advances unless and until such Base Floating Rate Advances are converted into Eurocurrency Ratable LIBOR Advances pursuant to this Section 2.02.4 2.9 or are prepaid repaid in accordance with Section 2.082.7. Each Eurocurrency Ratable LIBOR Advance shall continue as a Eurocurrency Ratable LIBOR Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
(a) each time such Eurocurrency Ratable LIBOR Advance denominated in Dollars shall be automatically converted into a Base Floating Rate Advance unless (x) such Eurocurrency Ratable LIBOR Advance is or was prepaid repaid in accordance with Section 2.08 or 2.7, (y) the Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable LIBOR Advance continue as a Eurocurrency Ratable LIBOR Advance for the same or another Eurocurrency Interest Period; and
(b) each such Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars shall continue as a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency Interest Period of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (yz) upon the Borrower shall have given occurrence and during the Agent a Conversion/Continuation Notice (as defined below) requesting thatcontinuance of any Default, each LIBOR Advance, may, at the end Required Lender’s direction, on the last day of such Eurocurrency the then existing Interest PeriodPeriod therefor, such Eurocurrency Ratable convert into a Floating Rate Advance continue as a Eurocurrency Ratable Advance for and the same obligations of the Lenders to make, or another Eurocurrency Interest Periodto convert Floating Rate Advances into LIBOR Advances shall be suspended. Subject to the terms of Section 2.072.6, the Borrower may elect from time to time to convert all or any part of a Ratable Floating Rate Advance of any Type into any other Type a LIBOR Advance. Notwithstanding anything to the contrary SIDLEY XXXXXX XXXXX & XXXX LLP contained in this Section 2.9, no Advance may be converted or Types of Advances denominated in continued as a LIBOR Advance (except with the same or any other Agreed Currency; provided that any conversion of any Eurocurrency Ratable Advance made on any day other than the last day consent of the Eurocurrency Interest Period applicable thereto shall be subject to Section 2.22Required Lenders) when any Default or Unmatured Default has occurred and in continuing. The Borrower shall give the Administrative Agent irrevocable notice (a “Conversion/Continuation Notice”) of each conversion of a Eurocurrency Ratable Floating Rate Advance into a LIBOR Advance or continuation of a Eurocurrency Ratable LIBOR Advance not later than 10:00 a.m. 12:00 noon (Chicago time) at least one three (3) Business Day, in the case of a conversion into a Base Rate Advance or three Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable Advance, Days prior to the date of the requested conversion or continuation, specifying:
(ia) the requested date, which shall be a Business Day, of such conversion or continuation,
(iib) the aggregate amount and Type of the Ratable Advance which is to be converted or continued, and
(iiic) the Agreed Currency amount of any Ratable such Advance which is to be converted into or continued as a Eurocurrency Ratable LIBOR Advance and the Eurocurrency duration of the Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case of Loans that are Eurocurrency Ratable Loans, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised of Base Rate Loans.
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Conversion and Continuation of Outstanding Advances. Base Floating Rate Advances shall continue as Base Floating Rate Advances unless and until such Base Floating Rate Advances are converted into Eurocurrency Ratable Advances pursuant to this Section 2.02.4 2.9 or are prepaid repaid in accordance with Section 2.082.7. Each Eurocurrency Ratable Advance shall continue as a Eurocurrency Ratable Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
(ai) each such Eurocurrency Ratable Advance denominated in Dollars shall be automatically converted into a Base Floating Rate Advance unless (x) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.7 or (y) the Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance either continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest PeriodPeriod or be converted into a Floating Rate Advance; and
(bii) each such Eurocurrency Ratable Multicurrency Advance denominated in an Agreed Currency other than Dollars shall automatically continue as a Eurocurrency Ratable Multicurrency Advance in the same Agreed Currency with a Eurocurrency an Interest Period of one month unless (x) such Eurocurrency Ratable Multicurrency Advance is or was prepaid repaid in accordance with Section 2.08 2.7 or (y) the Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Multicurrency Advance continue as a Eurocurrency Ratable Multicurrency Advance for the same or another Eurocurrency Interest Period. Subject to the terms of Section 2.072.6, the Borrower may elect from time to time to convert all or any part of a Ratable an Advance of any Type into any other Type or Types of Advances denominated in the same or any other Agreed Currency (other than an Alternate Currency); provided that any conversion of any Eurocurrency Ratable Advance shall be made on any day other than on, and only on, the last day of the Eurocurrency Interest Period applicable thereto shall be subject to Section 2.22thereto. The Borrower shall give the Administrative Agent irrevocable notice (a “"Conversion/Continuation Notice”") of each conversion of a Eurocurrency Ratable an Advance or continuation of a Eurocurrency Ratable Advance not later than 10:00 a.m. (Chicago time) at least one Business Day, in the case of a conversion into a Base Floating Rate Advance or Advance, three Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable Advance denominated in Dollars, or four Business Days, in the case of a conversion into or continuation of a Multicurrency Advance, prior to the date of the requested conversion or continuation, specifying:
(i) i. the requested date, which shall be a Business Day, of such conversion or continuation,, and
(ii) . the aggregate Agreed Currency, amount and Type Type(s) of the Ratable Advance(s) into which such Advance which is to be converted or continued, continued and
(iii) the Agreed Currency of any Ratable Advance which is to be converted into or continued as a Eurocurrency Ratable Advance and the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case of Loans that are a conversion into or continuation of a Eurocurrency Ratable LoansAdvance, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised duration of Base Rate Loansthe Interest Period applicable thereto.
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Conversion and Continuation of Outstanding Advances. Each Alternate Base Rate Advances Advance shall continue as an Alternate Base Rate Advances Advance unless and until such Alternate Base Rate Advances are Advance is converted into Eurocurrency Ratable Advances a EurocurrencyTerm SOFR Advance pursuant to this Section 2.02.4 2.9 or are prepaid is repaid in accordance with Section 2.082.7. Each Eurocurrency Ratable XXXXX Advance shall continue as a Eurocurrency Ratable XXXXX Advance unless and until such XXXXX Advance is repaid in accordance with Section 2.7. Each Term SOFR Advance shall continue as a Term SOFR Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
(a) each time such Eurocurrency Ratable Term SOFR Advance denominated in Dollars shall be automatically converted into a an Alternate Base Rate Advance Advance, unless (xa) such Eurocurrency Ratable Term SOFR Advance is or was prepaid repaid in accordance with Section 2.08 2.7 or (yb) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Term SOFR Advance continue as a Eurocurrency Ratable Term SOFR Advance for the same or another Eurocurrency Interest Period; and
(b) each such . Each Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars shall continue as a Eurocurrency Ratable Advance in until the same Agreed Currency with a Eurocurrency end of the then applicable Interest Period therefor, at which time such Eurocurrency Advance, if denominated in Dollars shall be automatically converted into an Alternate Base Rate Advance or, if denominated in Euro, shall be exchanged for an Equivalent amount of one month Dollars and converted into an Alternate Base Rate Advance, unless (xa) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.7 or (yb) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period. Subject to the terms of Section 2.072.6, the applicable Borrower may elect from time to time to convert all or any part of an Alternate Base Rate Advance into a EurocurrencyTerm SOFR Advance denominated in Dollars. Subject to the payment of any funding indemnification amounts required by Section 3.4, the applicable Borrower may elect from time to time to convert all or any part of a Ratable EurocurrencyTerm SOFR Advance of any Type into any other Type or Types of Advances denominated in the same or any other Agreed Currency; provided that any conversion of any Eurocurrency Ratable Advance made on any day other than the last day of the Eurocurrency Interest Period applicable thereto shall be subject to Section 2.22Dollars into an Alternate Base Rate Advance. The applicable Borrower shall give the Administrative Agent irrevocable notice (a “Conversion/Continuation Notice”) of each (x) conversion of an Alternate Base Rate Advance into a Eurocurrency Ratable EurocurrencyTerm SOFR Advance or the continuation of a Term SOFR Advance as a new Term SOFR Advance or a Eurocurrency Ratable Advance as a new Eurocurrency Advance not later than 10:00 11:00 a.m. (Chicago New York time) at least one three (3) RFR Business Day, Days (or in the case of a Eurocurrency Advance, at least three (3) Business Days) prior to the date of the requested conversion or continuation and (y) conversion of a EurocurrencyTerm SOFR Advance into a an Alternate Base Rate Advance, not later than 12:00 p.m. (New York time) on the date of the requested conversion, in each case specifying:
(a) the requested date of such conversion or continuation, which shall be a Business Day;
(b) the aggregate amount and Type of the Advance which is to be converted or three Business Dayscontinued; and
(c) the amount and Type(s) of Advance(s) into which such Advance is to be converted or continued and, in the case of a conversion into or continuation of a Term SOFR Advance or Eurocurrency Ratable Advance, prior to the date duration of the requested conversion or continuation, specifying:
(i) the requested date, which shall be a Business Day, of such conversion or continuation,
(ii) the aggregate amount and Type of the Ratable Advance which is to be converted or continued, and
(iii) the Agreed Currency of any Ratable Advance which is to be converted into or continued as a Eurocurrency Ratable Advance and the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply which shall end on or prior to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case of Loans that are Eurocurrency Ratable Loans, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised of Base Rate Loanslatest Facility Termination Date.
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Samples: Credit Agreement (Aon PLC)
Conversion and Continuation of Outstanding Advances. Alternate Base Rate Advances shall continue as Alternate Base Rate Advances unless and until such Alternate Base Rate Advances are converted into Eurocurrency Ratable Advances pursuant to this Section 2.02.4 2.09 or are prepaid repaid in accordance with Section 2.082.07. Each Eurocurrency Ratable Advance shall continue as a Eurocurrency Ratable Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
time (aif denominated in Dollars) each such Eurocurrency Ratable Advance denominated in Dollars shall be automatically converted into a an Alternate Base Rate Advance or (if denominated in a Foreign Currency) such Eurocurrency Advance shall be automatically continued as Eurocurrency Advance in its original currency with an Interest Period of one month, in each case, unless (x) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.07 or (y) the Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period; and
(b) each such Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars shall continue as a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency Interest Period of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period. Subject to the terms of Section 2.072.06, the Borrower may elect from time to time to convert all or any part of an Alternate Base Rate Advance into a Ratable Eurocurrency Advance. No Advance of any Type may be converted into any other Type or Types of Advances continued as an Advance denominated in a different currency, but instead must be repaid in the same or any original currency of such Advance and reborrowed in the other Agreed Currency; provided that any conversion of any Eurocurrency Ratable currency. No Advance made on in a Foreign Currency may be converted into an Alternate Base Rate Advance, but instead must be prepaid as a Eurocurrency Advance and reborrowed in Dollars. Notwithstanding anything to the contrary contained in this Section 2.09, when any day Default has occurred and is continuing (I) no Dollar-denominated Advance may be converted or continued as a Eurocurrency Advance (except with the consent of the Required Lenders) and (II) no Eurocurrency Advance denominated in a Foreign Currency shall be continued other than the last day of the as a Eurocurrency Loan in its original currency with an Interest Period applicable thereto shall be subject to Section 2.22of one month. The Borrower shall give the Administrative Agent irrevocable notice substantially in the form of Exhibit F (a “Conversion/Continuation Notice”) or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), in each case appropriately completed and signed by an Authorized Officer of the Borrower, of each conversion of an Alternate Base Rate Advance into a Eurocurrency Ratable Advance or continuation of a Eurocurrency Ratable Advance not later than 10:00 11:00 a.m. (Chicago Pacific time) at least one three (3) Business Day, in the case of a conversion into a Base Rate Advance or three Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable Advance, Days prior to the date of the requested conversion or continuation, specifying:
(ia) the requested date, which shall be a Business Day, of such conversion or continuation,
(iib) the aggregate amount and Type of the Ratable Advance which is to be converted or continuedcontinued as a Eurocurrency Advance; provided that no Advance made in a Foreign Currency may be converted into an Alternate Base Rate Advance), and
(iiic) the Agreed Currency duration of any Ratable Advance which is to be converted into or continued as a Eurocurrency Ratable Advance and the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice mayNotwithstanding the foregoing, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such no Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case form of Loans that are a Swingline Borrowing may be borrowed as, or converted into, a Eurocurrency Ratable Loans, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised of Base Rate LoansAdvance.
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Conversion and Continuation of Outstanding Advances. Alternate Base Rate Advances shall continue as Alternate Base Rate Advances unless and until such Alternate Base Rate Advances are converted into Eurocurrency Ratable Advances pursuant to this Section 2.02.4 2.09 or are prepaid repaid in accordance with Section 2.082.07. Each Eurocurrency Ratable Advance shall continue as a Eurocurrency Ratable Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
time (aif denominated in Dollars) each such Eurocurrency Ratable Advance denominated in Dollars shall be automatically converted into a an Alternate Base Rate Advance or (if denominated in a Foreign Currency) such Eurocurrency Advance shall be automatically continued as Eurocurrency Advance in its original currency with an Interest Period of (I) in the case of a Swingline Loan, one week or (II) in all other cases, one month, in each case, unless (x) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.07 or (y) the Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period; and
(b) each such Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars shall continue as a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency Interest Period of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period. Subject to the terms of Section 2.072.06, the Borrower may elect from time to time to convert all or any part of an Alternate Base Rate Advance into a Ratable Eurocurrency Advance. No Advance of any Type may be converted into any other Type or Types of Advances continued as an Advance denominated in a different currency, but instead must be repaid in the same or any original currency of such Advance and reborrowed in the other Agreed Currency; provided that any conversion of any Eurocurrency Ratable currency. No Advance made on in a Foreign Currency may be converted into an Alternate Base Rate Advance, but instead must be prepaid as a Eurocurrency Advance or a XXXXX Advance, as applicable, and reborrowed in Dollars. Notwithstanding anything to the contrary contained in this Section 2.09, when any day Default has occurred and is continuing (I) no Dollar-denominated Advance may be converted or continued as a Eurocurrency Advance (except with the consent of the Required Lenders), (II) no Eurocurrency Advance (other than the last day of the a Swingline Loan) denominated in a Foreign Currency shall be continued other than as a Eurocurrency Loan in its original currency with an Interest Period applicable thereto of one month and (III) each Swingline Loan shall be subject continued as a Eurocurrency Loan in its original currency with an Interest Period of one week or such other period agreed to Section 2.22by the applicable Swingline Lender and the Borrower. The Borrower shall give the Administrative Agent irrevocable (and, with respect to a Swingline Borrowing, the applicable Swingline Lender) notice substantially in the form of Exhibit F (a “Conversion/Continuation Notice”) or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), in each case appropriately completed and signed by an Authorized Officer of the Borrower, of each conversion of an Alternate Base Rate Advance into a Eurocurrency Ratable Advance or continuation of a Eurocurrency Ratable Advance not later than 10:00 11:00 a.m. (Chicago Pacific time) at least one three (3) Business Day, in the case of a conversion into a Base Rate Advance or three Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable Advance, Days prior to the date of the requested conversion or continuation, specifying:
(ia) the requested date, which shall be a Business Day, of such conversion or continuation,
(iib) the aggregate amount and Type of the Ratable Advance which is to be converted or continuedcontinued as a Eurocurrency Advance; provided that no Advance made in a Foreign Currency may be converted into an Alternate Base Rate Advance, and
(iiic) the Agreed Currency duration of any Ratable Advance which is to be converted into or continued as a Eurocurrency Ratable Advance and the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case Swingline Loan shall have an Interest Period of Loans that are Eurocurrency Ratable Loans, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised of Base Rate Loansone week.
Appears in 1 contract
Samples: Credit Agreement (Salesforce, Inc.)
Conversion and Continuation of Outstanding Advances. Base Floating Rate Advances (other than Swing Line Loans) shall continue as Base Floating Rate Advances unless and until such Base Floating Rate Advances are converted into Eurocurrency Ratable Advances pursuant to this Section 2.02.4 2.10 or are prepaid repaid in accordance with Section 2.082.8. Each Eurocurrency Ratable Advance shall continue as a Eurocurrency Ratable Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
(ai) each such Eurocurrency Ratable Advance denominated in Dollars shall be automatically converted into a Base Floating Rate Advance unless (x) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.8 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance either continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest PeriodPeriod or be converted into a Floating Rate Advance; and
(bii) each such Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars shall automatically continue as a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency an Interest Period of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.8 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period. Subject to the terms of Section 2.072.7, the Borrower may elect from time to time to convert all or any part of a Ratable an Advance (other than Swing Line Loans) of any Type into any other Type or Types of Advances denominated in the same or any other Agreed Currency; provided that any conversion of any Eurocurrency Ratable Advance shall be made on any day other than on, and only on, the last day of the Eurocurrency Interest Period applicable thereto shall be subject to Section 2.22thereto. The Borrower shall give the Agent irrevocable notice (a “"Conversion/Continuation Notice”") of each conversion of a Eurocurrency Ratable an Advance or continuation of a Eurocurrency Ratable Advance not later than 10:00 a.m. 12:00 noon (Chicago time) at least one Business Day, in the case of a conversion into a Base Floating Rate Advance or Advance, three Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable AdvanceAdvance denominated in Dollars, or four Business Days, in the case of a conversion into or continuation of a Eurocurrency Advance denominated in an Agreed Currency other than Dollars, prior to the date of the requested conversion or continuation, specifying:
(i) the requested date, which shall be a Business Day, of such conversion or continuation,, and
(ii) the aggregate Agreed Currency, amount and Type Type(s) of the Ratable Advance(s) into which such Advance which is to be converted or continued, continued and
(iii) the Agreed Currency of any Ratable Advance which is to be converted into or continued as a Eurocurrency Ratable Advance and the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case of Loans that are a conversion into or continuation of a Eurocurrency Ratable LoansAdvance, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised duration of Base Rate Loansthe Interest Period applicable thereto.
Appears in 1 contract
Conversion and Continuation of Outstanding Advances. Base Floating --------------------------------------------------- Rate Advances shall continue as Base Floating Rate Advances unless and until such Base Floating Rate Advances are converted into Eurocurrency Ratable Advances pursuant to this Section 2.02.4 or are prepaid in accordance with Section 2.08Advances. Each Eurocurrency Ratable Advance shall continue as a Eurocurrency Ratable Advance of such Type until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
(a) each time such Eurocurrency Ratable Advance denominated (other than Eurocurrency Advances in Dollars Agreed Currencies other than Dollars) shall be automatically converted into a Base Floating Rate Advance unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the applicable Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) which, in the case of the Non-U.S. Subsidiary Borrower, may be delivered by the Borrower on its behalf), in accordance with the terms of this Section 2.10 requesting that, at the end ------------ of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period; and
(b) each such Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars shall continue as a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency Interest Period of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period. Unless a Conversion/Continuation Notice shall have timely been given in accordance with the terms of this Section 2.10, Eurocurrency Advances in an ------------ Agreed Currency other than Dollars shall automatically continue as Eurocurrency Advances in the same Agreed Currency with an Eurocurrency Interest Period of one (1) month. Subject to the terms of Section 2.072.8, the ----------- applicable Borrower may elect from time to time to convert all or any part of a Ratable Advance of the Term Loan or the Revolving Loans from any Type into any other Type of Loan or Types of Advances denominated in the same or any other Agreed CurrencyLoans; provided that any conversion of any Eurocurrency Ratable -------- Advance shall be made on any day other than on, and only on, the last day of the Eurocurrency Interest Period applicable thereto shall be subject to Section 2.22thereto. The applicable Borrower shall give the Agent irrevocable notice (a “"CONVERSION/CONTINUATION NOTICE") or, in the case of the Non-U.S. Subsidiary Borrower, the Borrower may give the Agent a Conversion/Continuation Notice”) Notice on its behalf, of each conversion of a Floating Rate Advance into a Eurocurrency Ratable Advance or continuation of a Eurocurrency Ratable Advance not later than 10:00 a.m. (Chicago time) at least one Business Day, in the case of a conversion into a Base Rate Advance or (a) three Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable Advance, Days prior to the date of the requested conversion or continuationcontinuation of a Eurocurrency Advance in Dollars and (b) four Business Days prior to the date of the requested conversion or continuation of a Eurocurrency Advance in an Agreed Currency other than Dollars, specifyingspecifying in each case:
(i) the requested date, which shall be a Business Day, of such conversion or continuation,;
(ii) the aggregate amount and Type of the Ratable Advance which is to be converted or continued, ; and
(iii) the Agreed Currency amount and Type(s) of any Ratable Advance(s) into which such Advance which is to be converted or continued and, in the case of a conversion into or continued as continuation of a Eurocurrency Ratable Advance and Advance, the duration of the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice mayNotwithstanding anything herein to the contrary, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case of Loans that are Eurocurrency Ratable Loans, the Approximate Equivalent Amount if denominated Advances in an Agreed Currency other than Dollars)may be converted and/or continued as Eurocurrency Advances only in the same Agreed Currency. Promptly after receipt of any Conversion/Continuation Notice, in each case unless such portion is comprised of Base Rate Loansthe Agent shall provide the Lenders with notice thereof.
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Conversion and Continuation of Outstanding Advances. Base Rate Advances (other than Swing Line Loans) shall continue as Base Rate Advances unless and until such Base Rate Advances are converted into Eurocurrency Ratable Advances pursuant to this Section 2.02.4 or are prepaid repaid in accordance with Section 2.082.5. Each Eurocurrency Ratable Advance denominated in Dollars shall continue as a Eurocurrency Ratable Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
(a) each time such Eurocurrency Ratable Advance denominated in Dollars shall be automatically converted into a Base Rate Advance unless (x) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.5 or (y) the Borrower shall have has given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period; and
(b) each such Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars shall continue as a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency Interest Period of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period. Subject to the terms of Section 2.072.4, the Borrower may elect from time to time to convert all or any part of a Ratable Base Rate Advance of any Type into any other Type or Types of Advances denominated in the same or any other Agreed Currency; provided that any conversion of any Eurocurrency Ratable Advance made on any day (other than the last day of the a Swing Line Loan) into a Eurocurrency Interest Period applicable thereto shall be subject to Section 2.22Advance. The Borrower shall give the Administrative Agent irrevocable notice (a “Conversion/Continuation Notice”) of each conversion of a Base Rate Advance into a Eurocurrency Ratable Advance, conversion of a Eurocurrency Advance to a Base Rate Advance, or continuation of a Eurocurrency Ratable Advance not later than 10:00 a.m. 12:00 p.m. (Chicago Minneapolis time) at least one Business Day, in the case of a conversion into a Base Rate Advance or three Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable Advance, Days prior to the date of the requested conversion or continuation, specifying:
(ia) the requested date, which shall be a Business Day, of such conversion or continuation,
(iib) the aggregate amount and Type of the Ratable Advance which that is to be converted or continued, and
(iiic) the Agreed Currency amount of any Ratable such Advance which that is to be converted into or continued as a Eurocurrency Ratable Advance and the Eurocurrency duration of the Interest Period applicable thereto. A Conversion/Continuation Notice mayNotwithstanding anything to the contrary in this Agreement, if it so specifiesany Lender may exchange, apply to only continue or roll over all or a portion of its Loans in connection with any refinancing, extension, loan extension, loan modification or similar transaction permitted by the aggregate principal amount terms of this Agreement, pursuant to a cashless settlement mechanism approved by the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case of Loans that are Eurocurrency Ratable LoansBorrower, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless Administrative Agent and such portion is comprised of Base Rate LoansLender.
Appears in 1 contract
Samples: Credit Agreement (Hawkins Inc)
Conversion and Continuation of Outstanding Advances. Base Rate Advances (other than Swing Line Loans) shall continue as Base Rate Advances unless and until such Base Rate Advances are converted into Eurocurrency Ratable Advances pursuant to this Section 2.02.4 or are prepaid repaid in accordance with Section 2.082.5. Each Eurocurrency Ratable Advance denominated in Dollars shall continue as a Eurocurrency Ratable Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
(a) each time such Eurocurrency Ratable Advance denominated in Dollars shall be automatically converted into a Base Rate Advance unless (x) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.5 or (y) the Borrower shall have has given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period; and
(b) each such Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars shall continue as a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency Interest Period of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period. Subject to the terms of Section 2.072.4, the Borrower may elect from time to time to convert all or any part of a Ratable Base Rate Advance of any Type into any other Type or Types of Advances denominated in the same or any other Agreed Currency; provided that any conversion of any Eurocurrency Ratable Advance made on any day (other than the last day of the a Swing Line Loan) into a Eurocurrency Interest Period applicable thereto shall be subject to Section 2.22Advance. The Borrower shall give the Administrative Agent irrevocable notice (a “Conversion/Continuation Notice”) of each conversion of a Base Rate Advance into a Eurocurrency Ratable Advance, conversion of a Eurocurrency Advance to a Base Rate Advance, or continuation of a Eurocurrency Ratable Advance not later than 10:00 a.m. 12:00 p.m. (Chicago Minneapolis time) at least one Business Day, in the case of a conversion into a Base Rate Advance or three Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable Advance, Days prior to the date of the requested conversion or continuation, specifying:
(ia) the requested date, which shall be a Business Day, of such conversion or continuation,
(iib) the aggregate amount and Type of the Ratable Advance which that is to be converted or continued, and
(iiic) the Agreed Currency amount of any Ratable such Advance which that is to be converted into or continued as a Eurocurrency Ratable Advance and the Eurocurrency duration of the Interest Period applicable thereto. A Conversion/Continuation Notice mayNotwithstanding anything to the contrary in this Agreement, if it so specifiesany Lender may exchange, apply to only continue or roll over all or a portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the aggregate principal amount terms of this Agreement, pursuant to a cashless settlement mechanism approved by the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case of Loans that are Eurocurrency Ratable LoansBorrower, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless Administrative Agent and such portion is comprised of Base Rate LoansLender.
Appears in 1 contract
Samples: Credit Agreement (Hawkins Inc)
Conversion and Continuation of Outstanding Advances. Base Floating Rate Advances shall continue as Base Floating Rate Advances unless and until such Base Floating Rate Advances are converted into Eurocurrency Ratable LIBOR Advances pursuant to this Section 2.02.4 2.9 or are prepaid repaid in accordance with Section 2.082.7. Each Eurocurrency Ratable LIBOR Advance shall continue as a Eurocurrency Ratable LIBOR Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
(a) each time such Eurocurrency Ratable LIBOR Advance denominated in Dollars shall be automatically converted into a Base Floating Rate Advance unless (x) such Eurocurrency Ratable LIBOR Advance is or was prepaid repaid in accordance with Section 2.08 or 2.7, (y) the Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable LIBOR Advance continue as a Eurocurrency Ratable LIBOR Advance for the same or another Eurocurrency Interest Period; and
(b) each such Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars shall continue as a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency Interest Period of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (yz) upon the Borrower shall have given occurrence and during the Agent a Conversion/Continuation Notice (as defined below) requesting thatcontinuance of any Default, each LIBOR Advance, may, at the end Required Lender’s direction, on the last day of such Eurocurrency the then existing Interest PeriodPeriod therefor, such Eurocurrency Ratable convert into a Floating Rate Advance continue as a Eurocurrency Ratable Advance for and the same obligations of the Lenders to make, or another Eurocurrency Interest Periodto convert Floating Rate Advances into LIBOR Advances shall be suspended. Subject to the terms of Section 2.072.6, the Borrower may elect from time to time to convert all or any part of a Ratable Floating Rate Advance of any Type into any other Type a LIBOR Advance. Notwithstanding anything to the contrary contained in this Section 2.9, no Advance may be converted or Types of Advances denominated in continued as a LIBOR Advance (except with the same or any other Agreed Currency; provided that any conversion of any Eurocurrency Ratable Advance made on any day other than the last day consent of the Eurocurrency Interest Period applicable thereto shall be subject to Section 2.22Required Lenders) when any Default or Unmatured Default has occurred and in continuing. The Borrower shall give the Administrative Agent irrevocable notice (a “Conversion/Continuation Notice”) of each conversion of a Eurocurrency Ratable Floating Rate Advance into a LIBOR Advance or continuation of a Eurocurrency Ratable LIBOR Advance not later than 10:00 a.m. 12:00 noon (Chicago time) at least one three (3) Business Day, in the case of a conversion into a Base Rate Advance or three Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable Advance, Days prior to the date of the requested conversion or continuation, specifying:
(ia) the requested date, which shall be a Business Day, of such conversion or continuation,, SIDLEY AXXXXX XXXXX & WXXX LLP
(iib) the aggregate amount and Type of the Ratable Advance which is to be converted or continued, and
(iiic) the Agreed Currency amount of any Ratable such Advance which is to be converted into or continued as a Eurocurrency Ratable LIBOR Advance and the Eurocurrency duration of the Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case of Loans that are Eurocurrency Ratable Loans, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised of Base Rate Loans.
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Conversion and Continuation of Outstanding Advances. Each Alternate Base Rate Advances Advance shall continue as an Alternate Base Rate Advances Advance unless and until such Alternate Base Rate Advances are Advance is converted into Eurocurrency Ratable Advances a Eurodollar Advance pursuant to this Section 2.02.4 2.09 or are prepaid is repaid in accordance with Section 2.082.07. Each Eurocurrency Ratable Eurodollar Advance shall continue as a Eurocurrency Ratable Eurodollar Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
(a) each time such Eurocurrency Ratable Eurodollar Advance denominated in Dollars shall be automatically converted into a an Alternate Base Rate Advance unless (xa) such Eurocurrency Ratable Eurodollar Advance is or was prepaid repaid in accordance with Section 2.08 2.07 or (yb) the Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Eurodollar Advance continue as a Eurocurrency Ratable Eurodollar Advance for the same or another Eurocurrency Interest Period; and
(b) each such Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars shall continue as a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency Interest Period of one month unless (x) or, if no Interest Period is specified in such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice Notice, continuation shall be for a one (as defined below1) requesting that, at the end of such Eurocurrency month Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period). Subject to the terms of Section 2.072.06, the Borrower may elect from time to time to convert all or any part of an Alternate Base Rate Advance into a Eurodollar Advance. Subject to the payment of any funding indemnification amounts required by Section 3.04, the Borrower may elect from time to time to convert all or any part of a Ratable Eurodollar Advance of any Type into any other Type or Types of Advances denominated in the same or any other Agreed Currency; provided that any conversion of any Eurocurrency Ratable Advance made on any day other than the last day of the Eurocurrency Interest Period applicable thereto shall be subject to Section 2.22an Alternate Base Rate Advance. The Borrower shall give the Administrative Agent irrevocable notice (a “Conversion/Continuation Notice”) of each (x) conversion of an Alternate Base Rate Advance into a Eurocurrency Ratable Eurodollar Advance or the continuation of a Eurocurrency Ratable Eurodollar Advance as a new Eurodollar Advance not later than 10:00 11:00 a.m. (Chicago New York time) at least one three (3) Business Days prior to the date of the requested conversion or continuation and (y) conversion of a Eurodollar Advance into an Alternate Base Rate Advance, not later than 11:00 a.m. (New York time) on the date of the requested conversion, in each case specifying:
(a) the requested date of such conversion or continuation, which shall be a Business Day, in ;
(b) the case aggregate amount and Type of a conversion the Advance which is to be converted or continued; and
(c) the amount and Type(s) of Advance(s) into a Base Rate which such Advance is to be converted or three Business Dayscontinued and, in the case of a conversion into or continuation of a Eurocurrency Ratable Eurodollar Advance, prior to the date duration of the requested conversion or continuation, specifying:
(i) the requested date, which shall be a Business Day, of such conversion or continuation,
(ii) the aggregate amount and Type of the Ratable Advance which is to be converted or continued, and
(iii) the Agreed Currency of any Ratable Advance which is to be converted into or continued as a Eurocurrency Ratable Advance and the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply which shall end on or prior to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case of Loans that are Eurocurrency Ratable Loans, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised of Base Rate LoansMaturity Date.
Appears in 1 contract
Samples: Credit Agreement (Aon Corp)
Conversion and Continuation of Outstanding Advances. Alternate Base Rate Advances shall continue as Alternate Base Rate Advances unless and until such Alternate Base Rate Advances are converted into Eurocurrency Ratable SOFR Advances pursuant to this Section 2.02.4 2.09 or are prepaid repaid in accordance with Section 2.082.07. Each (a) Eurocurrency Ratable Advance shall continue as a Eurocurrency Ratable Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
time such Eurocurrency Advance shall be automatically continued as Eurocurrency Advance in its original currency with an Interest Period of one month and (b) SOFR Advance shall continue as a SOFR Advance until the end of the then applicable Interest Period therefor, at which time such SOFR Advance shall be automatically continued as a SOFR Advance with an Interest Period of one month, unless, in the case of the foregoing clauses (a) each such Eurocurrency Ratable Advance denominated in Dollars shall be automatically converted into a Base Rate Advance unless and (b), (x) such Eurocurrency Ratable Advance or SOFR Advance, as applicable, is or was prepaid repaid in accordance with Section 2.08 2.07 or (y) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such SOFR Advance convert to an Alternate Base Rate Advance or such Eurocurrency Ratable Advance or SOFR Advance, as applicable, continue as a Eurocurrency Ratable Advance or SOFR Advance, as applicable, for the same or another Eurocurrency Interest Period; and
(b) each such Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars shall continue as a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency Interest Period of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period. Subject to the terms of Section 2.072.06, the applicable Borrower may elect from time to time to convert all or any part of an Alternate Base Rate Advance into a Ratable SOFR Advance. No Advance of any Type may be converted into any other Type or Types of Advances continued as an Advance denominated in a different currency, but instead must be repaid in the same or any original currency of such Advance and reborrowed in the other Agreed Currency; provided that any conversion of any Eurocurrency Ratable currency. No Advance made on in a Foreign Currency may be converted into an Alternate Base Rate Advance, but instead must be prepaid as a Eurocurrency Advance or a XXXXX Advance, as applicable, and reborrowed in Dollars. Notwithstanding anything to the contrary contained in this Section 2.09, when any day Default has occurred and is continuing (I) no Dollar-denominated Advance may be converted or continued as a Eurocurrency Advance (except with the consent of the Required Lenders), (II) no Eurocurrency Advance denominated in a Foreign Currency shall be continued other than the last day of the as a Eurocurrency Loan in its original currency with an Interest Period applicable thereto of one month and (III) each Swingline Loan shall be subject continued as a Eurocurrency Loan in its original currency with an Interest Period of one week or such other period agreed to Section 2.22by the applicable Swingline Lender and the applicable Borrower. The Borrower Borrowers shall give the Administrative Agent irrevocable (and, with respect to a Swingline Borrowing, the applicable Swingline Lender) notice substantially in the form of Exhibit F (a “Conversion/Continuation Notice”) or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), in each case appropriately completed and signed by an Authorized Officer of the applicable Borrower (or the Company), of each conversion of an Alternate Base Rate Advance into a Eurocurrency Ratable SOFR Advance, conversion of SOFR Advance into an Alternate Base Rate Advance or continuation of a Eurocurrency Ratable Advance or SOFR Advance not later than 10:00 11:00 a.m. (Chicago Pacific time) at least one three (3) Business Day, in the case of a conversion into a Base Rate Advance or three Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable Advance, Days prior to the date of the requested conversion or continuation, specifying:
(ia) the requested date, which shall be a Business Day, of such conversion or continuation,
(iib) the aggregate amount and Type of the Ratable Advance which is to be converted or continued; provided that no Advance made in a Foreign Currency may be converted into an Alternate Base Rate Advance, and
(iiic) the Agreed Currency duration of any Ratable Advance which is to be converted into or continued as a Eurocurrency Ratable Advance and the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case Swingline Loan shall have an Interest Period of Loans that are Eurocurrency Ratable Loans, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised of Base Rate Loansone week.
Appears in 1 contract
Samples: Credit Agreement (Salesforce, Inc.)
Conversion and Continuation of Outstanding Advances. Base (a) Floating Rate Advances (other than Swing Line Loans which shall be continued as provided below) shall continue as Base Floating Rate Advances unless and until such Base Floating Rate Advances are converted into Eurocurrency Ratable Advances pursuant to this Section 2.02.4 2.10 or are prepaid repaid in accordance with Section 2.082.8. Each Eurocurrency Ratable Advance (other than Canadian Swing Line Loans which shall be continued and converted as provided below) shall continue as a Eurocurrency Ratable Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
(ai) each such Eurocurrency Ratable Advance denominated in Dollars shall be automatically converted into a Base Floating Rate Advance unless (xA) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.8 or (yB) the applicable Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance either continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest PeriodPeriod or be converted into a Floating Rate Advance; and
(bii) each such Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars shall automatically continue as a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency an Interest Period of one month unless (xA) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.8 or (yB) the applicable Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period.
(b) Each US Swing Line Loan shall, subject to Section 2.5.2(d), continue as such unless prepaid or repaid. Each Canadian Swing Line Loan shall continue as such until the end of the then applicable Interest Period therefor, at which time such Canadian Swing Line Loan shall, unless prepaid or repaid or any Canadian Swing Line Lender has given the Borrower and the Agent written notice under Section 2.5.1(c) that it will not continue making Canadian Swing Line Loans, automatically be deemed to be continued as a Canadian Swing Line Loan in the same amount and in the same currency with an Interest Period of one month (commencing on the last day of the expiring Interest Period) unless the Borrower shall have given the Agent a Conversion/Continuation Notice requesting that, at the end of such Interest Period, such Canadian Swing Line Loan continue for the same or another Interest Period and in the same currency.
(c) Subject to the terms of Section 2.072.7, the any Borrower may elect from time to time to convert all or any part of a Ratable an Advance of any Type into any other Type or Types of Advances denominated in the same or any other Agreed Currency; provided that any conversion of any Eurocurrency Ratable Advance shall be made on any day other than on, and only on, the last day of the Eurocurrency Interest Period applicable thereto shall be subject to Section 2.22thereto. The Such Borrower shall give the Agent irrevocable notice (a “Conversion/Continuation Notice”) of each conversion of a Eurocurrency Ratable an Advance or continuation of a Eurocurrency Ratable Advance not later than 10:00 a.m. (Chicago timeCentral Time) at least one Business Day, in the case of a conversion into a Base Floating Rate Advance or Advance, three Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable AdvanceAdvance denominated in Dollars, or four Business Days, in the case of a conversion into or continuation of a Eurocurrency Advance denominated in an Agreed Currency other than Dollars, prior to the date of the requested conversion or continuation, specifying:
specifying (ia) the requested date, which shall be a Business Day, of such conversion or continuation,
, and (ii) the aggregate Agreed Currency, amount and Type Type(s) of the Ratable Advance(s) into which such Advance which is to be converted or continued, continued and
(iii) the Agreed Currency of any Ratable Advance which is to be converted into or continued as a Eurocurrency Ratable Advance and the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case of Loans that are a conversion into or continuation of a Eurocurrency Ratable LoansAdvance, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised duration of Base Rate Loansthe Interest Period applicable thereto.
Appears in 1 contract
Conversion and Continuation of Outstanding Advances. Base Floating Rate Advances (other than Swing Line Loans) shall continue as Base Floating Rate Advances unless and until such Base Floating Rate Advances are converted into Eurocurrency Ratable Advances pursuant to this Section 2.02.4 2.9 or are prepaid repaid in accordance with Section 2.082.7. Each Eurocurrency Ratable Advance shall continue as a Eurocurrency Ratable Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
(ai) each such Eurocurrency Ratable Advance denominated in Dollars shall be automatically converted into a Base Floating Rate Advance unless (x) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.7 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance either continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest PeriodPeriod or be converted into a Floating Rate Advance; and
(bii) each such Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars shall automatically continue as a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency an Interest Period of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.7 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period. Subject to the terms of Section 2.072.6, the Borrower may elect from time to time to convert all or any part of a Ratable an Advance of any Type into any other Type or Types of Advances denominated in the same or any other Agreed Currency; provided that any conversion of any Eurocurrency Ratable Advance shall be made on any day other than on, and only on, the last day of the Eurocurrency Interest Period applicable thereto shall be subject to Section 2.22thereto. The Borrower shall give the Agent irrevocable notice (a “"Conversion/Continuation Notice”") of each conversion of a Eurocurrency Ratable an Advance or continuation of a Eurocurrency Ratable Advance not later than 10:00 a.m. 12:00 p.m. (Chicago Detroit time) at least one Business Day, in the case of a conversion into a Base Floating Rate Advance or Advance, three Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable AdvanceAdvance denominated in Dollars, or four Business Days, in the case of a conversion into or continuation of a Eurocurrency Advance denominated in an Agreed Currency other than Dollars, prior to the date of the requested conversion or continuation, specifying:
(i) the requested date, which shall be a Business Day, of such conversion or continuation,, and
(ii) the aggregate Agreed Currency, amount and Type Type(s) of the Ratable Advance(s) into which such Advance which is to be converted or continued, continued and
(iii) the Agreed Currency of any Ratable Advance which is to be converted into or continued as a Eurocurrency Ratable Advance and the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case of Loans that are a conversion into or continuation of a Eurocurrency Ratable LoansAdvance, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised duration of Base Rate Loansthe Interest Period applicable thereto.
Appears in 1 contract
Samples: Credit Agreement (Covansys Corp)
Conversion and Continuation of Outstanding Advances. Alternate Base Rate Advances shall continue as Alternate Base Rate Advances unless and until such Alternate Base Rate Advances are converted into Eurocurrency Ratable Advances pursuant to this Section 2.02.4 or are prepaid in accordance with Section 2.08Eurodollar Advances. Each Eurocurrency Ratable Advance shall continue as a Eurocurrency Ratable Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
(a) each , unless such Eurocurrency Ratable Advance denominated in Dollars shall be automatically converted into a Base Rate Advance unless (x) such Eurocurrency Ratable Advance is paid in full or was prepaid in accordance with Section 2.08 or (y) the Borrower applicable Borrowing Entity shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of that such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance in the same Eurocurrency for the same or another Eurocurrency Interest Period; and
Period (a) in the case of a Eurodollar Advance, such Eurodollar Advance shall automatically be converted into an Alternate Base Rate Advance, and (b) each such Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars shall continue as a Eurocurrency Ratable Advance in the same Agreed case of a Foreign Currency with Advance, such Foreign Currency Advance shall automatically be continued for a Eurocurrency new Interest Period of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) commencing on the Borrower shall have given last day of the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency expiring Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period). Subject to the terms of Section 2.072.3.3, the Borrower any Borrowing Entity may elect from time to time to convert all or any part of an Alternate Base Rate Advance into a Ratable Advance of any Type into any other Type or Types of Advances denominated in the same or any other Agreed Currency; provided that any conversion of any Eurocurrency Ratable Advance made on any day other than the last day of the Eurocurrency Interest Period applicable thereto shall be subject to Section 2.22Eurodollar Advance. The Borrower applicable Borrowing Entity shall give the Administrative Agent irrevocable notice (a “"Conversion/Continuation Notice”") (a) of each conversion of a Eurocurrency Ratable an Alternate Base Rate Advance or continuation of a Eurocurrency Ratable Advance Eurodollar Advance, which notice shall be sent to the Administrative Agent's Domestic Office not later than 12:00 noon (Chicago time) at least three Business Days prior to the date of the requested conversion or continuation and (b) of each continuation of a Foreign Currency Advance, which notice shall be sent to the Administrative Agent's Domestic Office not later than 10:00 a.m. (Chicago time) at least one Business Day, in the case of a conversion into a Base Rate Advance or three Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable Advance, Days prior to the date of the requested conversion or continuation, specifyingspecifying in each case:
(i) the requested date, which shall be a Business Day, of such conversion or continuation,;
(ii) the aggregate amount amount, Eurocurrency and Type of the Ratable Advance which is to be converted or continued, ; and
(iii) the Agreed Currency amount and Type(s) of any Ratable Advance(s) into which such Advance which is to be converted or continued and, in the case of a conversion into or continued as continuation of a Eurocurrency Ratable Advance and Advance, the Eurocurrency duration of the Interest Period applicable thereto. A Conversion/Continuation Notice mayNotwithstanding the foregoing provisions of this Section 2.3.6, if it so specifiesno Advance shall be continued as or converted into a Eurocurrency Advance if, apply after giving effect to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case of Loans that are Eurocurrency Ratable Loanscontinuation or conversion, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised of Base Rate LoansTotal Outstandings would exceed the Aggregate Commitment.
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Conversion and Continuation of Outstanding Advances. Base Each Floating Rate Advances Advance shall continue as Base a Floating Rate Advances Advance unless and until such Base Rate Advances are converted into a Eurocurrency Ratable Advances Advance pursuant to this Section 2.02.4 2.9 or are prepaid repaid in accordance with Section 2.082.7; provided that Swingline Loans may not be converted into a Eurocurrency Advance. Each Eurocurrency Ratable Advance shall continue as a Eurocurrency Ratable Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
(ai) each such in the case of a Eurocurrency Ratable Advance denominated in Dollars Dollars, such Advance shall be automatically converted into a Base Floating Rate Advance unless (x) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.7 or (y) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance either continue as a Eurocurrency Ratable Advance for the same a new Interest Period or another Eurocurrency Interest Periodbe converted into a Floating Rate Advance; and
(bii) each such in the case of a Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars Dollars, if the Administrative Agent has not received a Conversion/Continuation Notice (as defined below) prior to 11:00 a.m. Local Time, three Business Days prior to the last day of any Interest Period, such Advance shall automatically continue as a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency an Interest Period of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.7 or (y) the applicable Borrower shall have given the Administrative Agent a timely Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency a new Interest Period. Subject to the terms of Section 2.072.6, the any Borrower may elect from time to time to convert all or any part of a Ratable an Advance of any Type into any to such Borrower denominated in Dollars to the other Type of Advance denominated in Dollars or Types of Advances denominated to continue any Eurocurrency Advance to such Borrower for a new Interest Period in the same or any other Agreed Currency; provided that any conversion or continuation of any Eurocurrency Ratable Advance shall be made on any day other than on, and only on, the last day of the Eurocurrency an Interest Period applicable thereto shall be subject to Section 2.22. The Borrower shall give the Agent irrevocable notice (a “Conversion/Continuation Notice”) of each conversion of a Eurocurrency Ratable Advance or continuation of a Eurocurrency Ratable Advance not later than 10:00 a.m. (Chicago time) at least one Business Day, in the case of a conversion into a Base Rate Advance or three Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable Advance, prior to the date of the requested conversion or continuation, specifying:
(i) the requested date, which shall be a Business Day, of such conversion or continuation,
(ii) the aggregate amount and Type of the Ratable Advance which is to be converted or continued, and
(iii) the Agreed Currency of any Ratable Advance which is to be converted into or continued as a Eurocurrency Ratable Advance and the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case of Loans that are Eurocurrency Ratable Loans, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised of Base Rate Loans.applicable
Appears in 1 contract
Samples: Credit Agreement (Bemis Co Inc)
Conversion and Continuation of Outstanding Advances. Base Floating Rate Advances shall continue as Base Floating Rate Advances unless and until such Base Floating Rate Advances are converted into Eurocurrency Ratable Advances pursuant to this Section 2.02.4 or are prepaid in accordance with Section 2.08Advances. Each Eurocurrency Ratable Advance shall continue as a Eurocurrency Ratable Advance of such Type until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
(a) each time such Eurocurrency Ratable Advance denominated (other than Eurocurrency Advances in Dollars Agreed Currencies other than Dollars) shall be automatically converted into a Base Floating Rate Advance unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the applicable Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) which, in the case of a Non-U.S. Subsidiary Borrower, may be delivered by the Parent Borrower on its behalf), in accordance with the terms of this Section 2.10 requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period; and
(b) each such Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars shall continue as a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency Interest Period of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period. Unless a Conversion/Continuation Notice shall have timely been given in accordance with the terms of this Section 2.10, Eurocurrency Advances in an Agreed Currency other than Dollars shall automatically continue as Eurocurrency Advances in the same Agreed Currency with an Eurocurrency Interest Period of one (1) month. Subject to the terms of Section 2.072.8, the applicable Borrower may elect from time to time to convert all or any part of a Ratable Advance of the Term Loans or the Revolving Loans from any Type into any other Type of Loan or Types of Advances denominated in the same or any other Agreed CurrencyLoans; provided that any conversion of any Eurocurrency Ratable Advance shall be made on any day other than on, and only on, the last day of the Eurocurrency Interest Period applicable thereto shall be subject to Section 2.22thereto. The applicable Borrower shall give the Agent irrevocable notice (a “Conversion/Continuation Notice”) or, in the case of a Non-U.S. Subsidiary Borrower, the Parent Borrower may give the Agent a Conversion/Continuation Notice on its behalf, of each conversion of a Floating Rate Advance into a Eurocurrency Ratable Advance or continuation of a Eurocurrency Ratable Advance not later than 10:00 a.m. (Chicago time) at least one Business Day, in the case of a conversion into a Base Rate Advance or (a) three Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable Advance, Days prior to the date of the requested conversion or continuationcontinuation of a Eurocurrency Advance in Dollars and (b) four Business Days prior to the date of the requested conversion or continuation of a Eurocurrency Advance in an Agreed Currency other than Dollars, specifyingspecifying in each case:
(i) the requested date, which shall be a Business Day, of such conversion or continuation,;
(ii) the aggregate amount and Type of the Ratable Advance which is to be converted or continued, ; and
(iii) the Agreed Currency amount and Type(s) of any Ratable Advance(s) into which such Advance which is to be converted or continued and, in the case of a conversion into or continued as continuation of a Eurocurrency Ratable Advance and Advance, the duration of the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice mayNotwithstanding anything herein to the contrary, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case of Loans that are Eurocurrency Ratable Loans, the Approximate Equivalent Amount if denominated Advances in an Agreed Currency other than Dollars)may be converted and/or continued as Eurocurrency Advances only in the same Agreed Currency. Promptly after receipt of any Conversion/Continuation Notice, in each case unless such portion is comprised of Base Rate Loansthe Agent shall provide the Lenders with notice thereof.
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Conversion and Continuation of Outstanding Advances. Each Alternate Base Rate Advances Advance shall continue as an Alternate Base Rate Advances Advance unless and until such Alternate Base Rate Advances are Advance is converted into a Eurocurrency Ratable Advances Advance pursuant to this Section 2.02.4 2.9 or are prepaid is repaid in accordance with Section 2.082.7. Each Eurocurrency Ratable Advance shall continue as a Eurocurrency Ratable Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
(a) each time such Eurocurrency Ratable Advance Advance, if denominated in Dollars shall be automatically converted into a an Alternate Base Rate Advance or, if denominated in a Committed Currency, be exchanged for an Equivalent amount of Dollars and converted into an Alternate Base Rate Advance, unless (xa) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.7 or (yb) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period; and
(b) each such Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars shall continue as a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency Interest Period of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period. Subject to the terms of Section 2.072.6, the applicable Borrower may elect from time to time to convert all or any part of an Alternate Base Rate Advance into a Eurocurrency Advance denominated in Dollars. Subject to the payment of any funding indemnification amounts required by Section 3.4, the applicable Borrower may elect from time to time to convert all or any part of a Ratable Eurocurrency Advance of any Type into any other Type or Types of Advances denominated in the same or any other Agreed Currency; provided that any conversion of any Eurocurrency Ratable Advance made on any day other than the last day of the Eurocurrency Interest Period applicable thereto shall be subject to Section 2.22Dollars into an Alternate Base Rate Advance. The applicable Borrower shall give the Administrative Agent irrevocable notice (a “Conversion/Continuation Notice”) of each (x) conversion of an Alternate Base Rate Advance into a Eurocurrency Advance or the continuation of a Eurocurrency Advance as a new Eurocurrency Advance not later than 11:00 a.m. (New York time) at least three (3) Business Days prior to the date of the requested conversion or continuation and (y) conversion of a Eurocurrency Ratable Advance or continuation of a Eurocurrency Ratable Advance into an Alternate Base Rate Advance, not later than 10:00 a.m. 12:00 p.m. (Chicago New York time) at least one Business Dayon the date of the requested conversion, in each case specifying:
(a) the case requested date of such conversion or continuation, which shall be a conversion Business Day;
(b) the aggregate amount and Type of the Advance which is to be converted or continued; and
(c) the amount and Type(s) of Advance(s) into a Base Rate which such Advance is to be converted or three Business Dayscontinued and, in the case of a conversion into or continuation of a Eurocurrency Ratable Advance, prior to the date duration of the requested conversion or continuation, specifying:
(i) the requested date, which shall be a Business Day, of such conversion or continuation,
(ii) the aggregate amount and Type of the Ratable Advance which is to be converted or continued, and
(iii) the Agreed Currency of any Ratable Advance which is to be converted into or continued as a Eurocurrency Ratable Advance and the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply which shall end on or prior to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case of Loans that are Eurocurrency Ratable Loans, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised of Base Rate Loanslatest Facility Termination Date.
Appears in 1 contract
Samples: Five Year Credit Agreement
Conversion and Continuation of Outstanding Advances. Base Floating Rate Advances shall continue as Base Floating Rate Advances unless and until such Base Floating Rate Advances are converted into Eurocurrency Ratable LIBOR Advances pursuant to this Section 2.02.4 2.9 or are prepaid repaid in accordance with Section 2.082.7. Each Eurocurrency Ratable LIBOR Advance shall continue as a Eurocurrency Ratable LIBOR Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
(a) each time such Eurocurrency Ratable LIBOR Advance denominated in Dollars shall be automatically converted into a Base Floating Rate Advance unless (x) such Eurocurrency Ratable LIBOR Advance is or was prepaid repaid in accordance with Section 2.08 or 2.7, (y) the Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable LIBOR Advance continue as a Eurocurrency Ratable LIBOR Advance for the same or another Eurocurrency Interest Period; and
(b) each such Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars shall continue as a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency Interest Period of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (yz) upon the Borrower shall have given occurrence and during the Agent a Conversion/Continuation Notice (as defined below) requesting thatcontinuance of any Default, each LIBOR Advance, may, at the end Required Lender's direction, on the last day of such Eurocurrency the then existing Interest PeriodPeriod therefor, such Eurocurrency Ratable convert into a Floating Rate Advance continue as a Eurocurrency Ratable Advance for and the same obligations of the Lenders to make, or another Eurocurrency Interest Periodto convert Floating Rate Advances into LIBOR Rate Advances shall be suspended. Subject to the terms of Section 2.072.6, the Borrower may elect from time to time to convert all or any part of a Ratable Floating Rate Advance of any Type into any other Type a LIBOR Advance. Notwithstanding anything to the contrary contained in this Section 2.9, no Advance may be converted or Types of Advances denominated in continued as a LIBOR Advance (except with the same or any other Agreed Currency; provided that any conversion of any Eurocurrency Ratable Advance made on any day other than the last day consent of the Eurocurrency Interest Period applicable thereto shall be subject to Section 2.22Required Lenders) when any Default or Unmatured Default has occurred and in continuing. The Borrower shall give the Administrative Agent irrevocable notice (a “Conversion"CONVERSION/Continuation Notice”CONTINUATION NOTICE") of each conversion of a Eurocurrency Ratable Floating Rate Advance into a LIBOR Advance or continuation of a Eurocurrency Ratable LIBOR Advance not later than 10:00 a.m. (Chicago time) at least one three (3) Business Day, in the case of a conversion into a Base Rate Advance or three Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable Advance, Days prior to the date of the requested conversion or continuation, specifying:
(ia) the requested date, which shall be a Business Day, of such conversion or continuation,
(iib) the aggregate amount and Type of the Ratable Advance which is to be converted or continued, and
(iiic) the Agreed Currency amount of any Ratable such Advance which is to be converted into or continued as a Eurocurrency Ratable LIBOR Advance and the Eurocurrency duration of the Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case of Loans that are Eurocurrency Ratable Loans, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised of Base Rate Loans.
Appears in 1 contract
Conversion and Continuation of Outstanding Advances. Base Each Floating Rate Advances Advance shall continue as Base a Floating Rate Advances Advance unless and until such Base Rate Advances are converted into a Eurocurrency Ratable Advances Advance pursuant to this Section 2.02.4 2.9 or are prepaid repaid in accordance with Section 2.082.7. Each Eurocurrency Ratable Advance shall continue as a Eurocurrency Ratable Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
(ai) each such in the case of a Eurocurrency Ratable Advance denominated in Dollars Dollars, such Advance shall be automatically converted into a Base Floating Rate Advance unless (x) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.7 or (y) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance either continue as a Eurocurrency Ratable Advance for the same a new Interest Period or another Eurocurrency Interest Periodbe converted into a Floating Rate Advance; and
(bii) each such in the case of a Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars Dollars, such Advance shall automatically continue as a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency an Interest Period of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.7 or (y) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency a new Interest Period. Subject to the terms of Section 2.072.6, the any Borrower may elect from time to time to convert all or any part of a Ratable an Advance of any Type into any to such Borrower denominated in Dollars to the other Type of Advance denominated in Dollars or Types of Advances denominated to continue any Eurocurrency Advance to such Borrower for a new Interest Period in the same or any other Agreed Currency; provided that any conversion or continuation of any Eurocurrency Ratable Advance shall be made on any day other than on, and only on, the last day of the Eurocurrency an Interest Period applicable thereto shall be subject to Section 2.22thereto. The applicable Borrower shall give the Administrative Agent irrevocable notice (a “Conversion/Continuation Notice”) of each conversion of a Eurocurrency Ratable an Advance or continuation of a Eurocurrency Ratable Advance not later than 10:00 a.m. (Chicago time) at least one Business Day, in the case of a conversion into a Base Floating Rate Advance or Advance, three Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable AdvanceAdvance denominated in Dollars, or four Business Days, in the case of a conversion into or continuation of a Eurocurrency Advance denominated in an Agreed Currency other than Dollars, prior to the date of the requested conversion or continuation, specifying:
(i) the requested date, which shall be a Business Day, of such conversion or continuation,; and
(ii) the aggregate Agreed Currency, amount and Type of the Ratable Advance into which such Advance is to be converted or continued, continued and
(iii) the Agreed Currency of any Ratable Advance which is to be converted into or continued as a Eurocurrency Ratable Advance and the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case of Loans that are a conversion into or continuation of a Eurocurrency Ratable LoansAdvance, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised duration of Base Rate Loansthe Interest Period applicable thereto.
Appears in 1 contract
Samples: Credit Agreement (Bemis Co Inc)
Conversion and Continuation of Outstanding Advances. (a) Base Rate Advances shall continue as Base Rate Advances unless and until such Base Rate Advances are converted into Eurocurrency Ratable Advances pursuant to this Section 2.02.4 2.10 or are prepaid repaid in accordance with Section 2.082.6. Each Eurocurrency Ratable Advance shall continue as a Eurocurrency Ratable Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
(ai) each such Eurocurrency Ratable Advance denominated in Dollars shall be automatically converted into a Base Rate Advance unless (x) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.13 or (y) the Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance either continue as a Eurocurrency Ratable Advance in Dollars for the same or another Eurocurrency Interest PeriodPeriod or be converted into a Base Rate Advance; and
(bii) each such Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars shall automatically continue as a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency an Interest Period of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.13 or (y) the Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance on the same Agreed Currency for the same or another Eurocurrency Interest Period. .
(b) Subject to the terms of Section 2.073.4, the Borrower may elect from time to time to convert all or any part of a Ratable an Advance of any denominated in Dollars from one Type into any the other Type or Types of Advances denominated in (but not from one Class into the same or any other Agreed CurrencyClass); provided that any conversion of any Eurocurrency Ratable Advance shall be made on any day other than on, and only on, the last day of the Eurocurrency Interest Period applicable thereto shall be subject to Section 2.22thereto. The Borrower shall give the Administrative Agent irrevocable notice in substantially the form of Exhibit I (a “Conversion/Continuation Notice”) of each conversion of a Eurocurrency Ratable an Advance or continuation of a Eurocurrency Ratable Advance not later than 10:00 a.m. noon (Chicago New York time) at least one on the Business DayDay of the requested conversion or continuation, in the case of a conversion into a Base Rate Advance or Advance, not later than 3:00 p.m. (New York time) at least three Business DaysDays prior to the date of the requested conversion or continuation, in the case of a conversion into or continuation of a Eurocurrency Ratable AdvanceAdvance denominated in Dollars, or not later than 3:00 p.m. (New York time) at least four Business Days prior to the date of the requested conversion or continuation, in the case of a continuation of a Eurocurrency Advance denominated in an Agreed Currency other than Dollars, specifying:
(i) the requested date, which shall be a Business Day, of such conversion or continuation,
(ii) the aggregate Class of the Loan to be converted or continued and
(iii) to the extent applicable, the Agreed Currency, amount and Type Type(s) of the Ratable Multi-Currency Revolving Advance(s) into which such Multi-Currency Revolving Advance which is to be converted or continued, continued and
(iii) the Agreed Currency of any Ratable Advance which is to be converted into or continued as a Eurocurrency Ratable Advance and the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case of Loans that are a conversion into or continuation of a Eurocurrency Ratable LoansAdvance, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised duration of Base Rate Loansthe Interest Period applicable thereto.
Appears in 1 contract
Conversion and Continuation of Outstanding Advances. Base Rate ABR Advances (other than Swing Line Loans) shall continue as Base Rate ABR Advances unless and until such Base Rate ABR Advances are converted into Eurocurrency Ratable Advances pursuant to this Section 2.02.4 2.10 or are prepaid repaid in accordance with Section 2.082.8. Each Eurocurrency Ratable Advance shall continue as a Eurocurrency Ratable Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
(ai) each such Eurocurrency Ratable Advance denominated in Dollars shall be automatically converted into a Base Rate an ABR Advance unless (x) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.8 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance either continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest PeriodPeriod or be converted into an ABR Advance; and
(bii) each such Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars shall automatically continue as a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency an Interest Period of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.8 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period. Subject to the terms of Section 2.072.7, the Borrower may elect from time to time to convert all or any part of a Ratable an ABR Advance of any Type into any other Type or Types of Advances denominated in the same or any other Agreed Currency; provided that any conversion of any Eurocurrency Ratable Advance made on any day (other than the last day of the a Swing Line Loan) into a Eurocurrency Interest Period applicable thereto shall be subject to Section 2.22Advance in Dollars. The Borrower shall give the Agent irrevocable notice (a “"Conversion/Continuation Notice”") of each conversion of an ABR Advance into a Eurocurrency Ratable Advance in Dollars or continuation of a Eurocurrency Ratable Advance not later than 10:00 a.m. (Chicago Chicago, Illinois time) at least one Business Day, in the case of a conversion into a Base Rate Advance or three Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable AdvanceAdvance denominated in Dollars, or at least four Business Days, in the case of a continuation of a Eurocurrency Advance denominated in an Agreed Currency other than Dollars, prior to the date of the requested conversion or continuation, specifying:
(i) the requested date, which shall be a Business Day, of such conversion or continuation,
, (ii) the Agreed Currency, the aggregate amount and Type of the Ratable Advance which is to be converted or continued, and
and (iii) the Agreed Currency amount of any Ratable such Advance which is to be converted into or continued as a Eurocurrency Ratable Advance and the Eurocurrency duration of the Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case of Loans that are Eurocurrency Ratable Loans, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised of Base Rate Loans.
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Conversion and Continuation of Outstanding Advances. Base Rate Advances shall continue as Base Rate Advances unless and until such Base Rate Advances are converted into Eurocurrency Ratable Advances pursuant to this Section 2.02.4 or are prepaid in accordance with Section 2.08. Each Eurocurrency Ratable Advance shall continue as a Eurocurrency Ratable Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
(a) each such Eurocurrency Ratable Advance denominated in Dollars shall be automatically converted into a Base Rate Advance unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the applicable Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period; and
(b) each such Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars shall continue as a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency Interest Period of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the applicable Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period. Subject to the terms of Section 2.07, the applicable Borrower may elect from time to time to convert all or any part of a Ratable Advance of any Type into any other Type or Types of Advances denominated in the same or any other Agreed Currency; provided that any conversion of any Eurocurrency Ratable Advance made on any day other than the last day of the Eurocurrency Interest Period applicable thereto shall be subject to Section 2.22. The applicable Borrower shall give the Agent irrevocable notice (a “Conversion/Continuation Notice”) of each conversion of a Eurocurrency Ratable Advance or continuation of a Eurocurrency Ratable Advance not later than 10:00 a.m. (Chicago time) at least one Business Day, in the case of a conversion into a Base Rate Advance or three Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable Advance, prior to the date of the requested conversion or continuation, specifying:
(i) the requested date, which shall be a Business Day, of such conversion or continuation,
(ii) the aggregate amount and Type of the Ratable Advance which is to be converted or continued, and
(iii) the Agreed Currency of any Ratable Advance which is to be converted into or continued as a Eurocurrency Ratable Advance and the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case of Loans that are Eurocurrency Ratable Loans, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised of Base Rate Loans.
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Conversion and Continuation of Outstanding Advances. Base Floating Rate Advances (other than Swing Line Loans) shall continue as Base Floating Rate Advances unless and until such Base Floating Rate Advances are converted into Eurocurrency Ratable Advances pursuant to this Section 2.02.4 2.10 or are prepaid repaid in accordance with Section 2.082.8. Each Eurocurrency Ratable Advance shall continue as a Eurocurrency Ratable Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
(ai) each such Eurocurrency Ratable Advance denominated in Dollars shall be automatically converted into a Base Floating Rate Advance unless (x) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.8 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance either continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest PeriodPeriod or be converted into a Floating Rate Advance; and
(bii) each such Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars shall automatically continue as a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency an Interest Period of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.8 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period. Subject to the terms of Section 2.072.7, the Borrower may elect from time to time to convert all or any part of a Ratable an Advance (other than Swing Line Loans) of any Type into any other Type or Types of Advances denominated in the same or any other Agreed Currency; provided that any conversion of any Eurocurrency Ratable Advance shall be made on any day other than on, and only on, the last day of the Eurocurrency Interest Period applicable thereto shall be subject to Section 2.22thereto. The Borrower shall give the Agent irrevocable notice (a “Conversion/Continuation Notice”) of each conversion of a Eurocurrency Ratable an Advance or continuation of a Eurocurrency Ratable Advance not later than 10:00 a.m. 12:00 noon (Chicago time) at least one Business Day, in the case of a conversion into a Base Floating Rate Advance or Advance, three (3) Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable AdvanceAdvance denominated in Dollars, or four (4) Business Days, in the case of a conversion into or continuation of a Eurocurrency Advance denominated in an Agreed Currency other than Dollars, prior to the date of the requested conversion or continuation, specifying:
(i) the requested date, which shall be a Business Day, of such conversion or continuation,, and
(ii) the aggregate Agreed Currency, amount and Type Type(s) of the Ratable Advance(s) into which such Advance which is to be converted or continued, continued and
(iii) the Agreed Currency of any Ratable Advance which is to be converted into or continued as a Eurocurrency Ratable Advance and the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case of Loans that are a conversion into or continuation of a Eurocurrency Ratable LoansAdvance, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised duration of Base Rate Loansthe Interest Period applicable thereto.
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Conversion and Continuation of Outstanding Advances. Each Alternate Base Rate Advances Advance shall continue as an Alternate Base Rate Advances Advance unless and until such Alternate Base Rate Advances are Advance is converted into a Eurocurrency Ratable Advances Advance pursuant to this Section 2.02.4 2.9 or are prepaid is repaid in accordance with Section 2.082.7. Each XXXXX Advance shall continue as a XXXXX Advance unless and until such XXXXX Advance is repaid in accordance with Section 2.7. Each Eurocurrency Ratable Advance shall continue as a Eurocurrency Ratable Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
(a) each time such Eurocurrency Ratable Advance Advance, if denominated in Dollars shall be automatically converted into a an Alternate Base Rate Advance or, if denominated in Euro, be exchanged for an Equivalent amount of Dollars and converted into an Alternate Base Rate Advance, unless (xa) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.7 or (yb) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period; and
(b) each such Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars shall continue as a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency Interest Period of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period. Subject to the terms of Section 2.072.6, the applicable Borrower may elect from time to time to convert all or any part of an Alternate Base Rate Advance into a Eurocurrency Advance denominated in Dollars. Subject to the payment of any funding indemnification amounts required by Section 3.4, the applicable Borrower may elect from time to time to convert all or any part of a Ratable Eurocurrency Advance of any Type into any other Type or Types of Advances denominated in the same or any other Agreed Currency; provided that any conversion of any Eurocurrency Ratable Advance made on any day other than the last day of the Eurocurrency Interest Period applicable thereto shall be subject to Section 2.22Dollars into an Alternate Base Rate Advance. The applicable Borrower shall give the Administrative Agent irrevocable notice (a “Conversion/Continuation Notice”) of each (x) conversion of an Alternate Base Rate Advance into a Eurocurrency Advance or the continuation of a Eurocurrency Advance as a new Eurocurrency Advance not later than 11:00 a.m. (New York time) at least three (3) Business Days prior to the date of the requested conversion or continuation and (y) conversion of a Eurocurrency Ratable Advance or continuation of a Eurocurrency Ratable Advance into an Alternate Base Rate Advance, not later than 10:00 a.m. 12:00 p.m. (Chicago New York time) at least one on the date of the requested conversion, in each case specifying:
(a) the requested date of such conversion or continuation, which shall be a Business Day, in ;
(b) the case aggregate amount and Type of a conversion the Advance which is to be converted or continued; and
(c) the amount and Type(s) of Advance(s) into a Base Rate which such Advance is to be converted or three Business Dayscontinued and, in the case of a conversion into or continuation of a Eurocurrency Ratable Advance, prior to the date duration of the requested conversion or continuation, specifying:
(i) the requested date, which shall be a Business Day, of such conversion or continuation,
(ii) the aggregate amount and Type of the Ratable Advance which is to be converted or continued, and
(iii) the Agreed Currency of any Ratable Advance which is to be converted into or continued as a Eurocurrency Ratable Advance and the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply which shall end on or prior to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case of Loans that are Eurocurrency Ratable Loans, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised of Base Rate Loanslatest Facility Termination Date.
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Samples: Credit Agreement (Aon PLC)
Conversion and Continuation of Outstanding Advances. Alternate Base Rate Advances shall continue as Alternate Base Rate Advances unless and until such Alternate Base Rate Advances are converted into Eurocurrency Ratable Advances pursuant to this Section 2.02.4 a LIBOR Advance or are prepaid in accordance with Section 2.08a Cost of Funds Advance. Each Eurocurrency Ratable LIBOR Advance shall continue as a Eurocurrency Ratable LIBOR Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
(a) each time such Eurocurrency Ratable LIBOR Advance denominated in Dollars shall be automatically converted into continue as a Base Rate LIBOR Advance with an Interest Period of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the Borrower Credit Party shall have given the Agent Bank a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable LIBOR Advance either continue as a Eurocurrency Ratable LIBOR Advance for the same or another Eurocurrency Interest Period; and
(b) each Period or be converted into an Advance of another Type, it being understood that if the applicable Credit Party fails either to repay or give the Bank a timely and valid Conversion/Continuation Notice with respect to any LIBOR Advance prior to the end of the then applicable Interest Period therefor, such Eurocurrency Ratable LIBOR Advance denominated in an Agreed Currency other than Dollars shall continue as a Eurocurrency Ratable LIBOR Advance in the same Agreed Currency with a Eurocurrency for an Interest Period of one month unless (x) such Eurocurrency Ratable Advance is month. If the applicable Credit Party fails either to repay or was prepaid in accordance with Section 2.08 or (y) give the Borrower shall have given the Agent Bank a timely and valid Conversion/Continuation Notice (as defined below) requesting thatwith respect to any Cost of Funds Advance prior to the expiration of the then applicable Interest Period therefor, at the end such Cost of Funds Advance shall automatically convert to an Alternate Base Rate Advance upon expiration of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency applicable Interest Period. Subject to the terms of Section 2.072.6, the Borrower Credit Party may elect from time to time to convert all or any part of a Ratable an Advance of any Type into any other Type or Types of Advances denominated in Advances;
(i) the same or any other Agreed Currency; provided that any conversion of any Eurocurrency Ratable Advance made on any day other than the last day of the Eurocurrency Interest Period applicable thereto requested date which shall be subject to Section 2.22. The Borrower shall give the Agent irrevocable notice (a “Conversion/Continuation Notice”) of each conversion of a Eurocurrency Ratable Advance or continuation of a Eurocurrency Ratable Advance not later than 10:00 a.m. (Chicago time) at least one Business Day, in of such conversion or continuation;
(ii) the case aggregate amount and Type of a conversion the Advance which is to be converted or continued; and
(iii) the amount and Type(s) of Advance(s) into a Base Rate which such Advance is to be converted or three Business Dayscontinued and, in the case of a conversion into or continuation of a Eurocurrency Ratable LIBOR Advance or a Cost of Funds Advance, prior to the date duration of the requested conversion or continuation, specifying:
(i) the requested date, which shall be a Business Day, of such conversion or continuation,
(ii) the aggregate amount and Type of the Ratable Advance which is to be converted or continued, and
(iii) the Agreed Currency of any Ratable Advance which is to be converted into or continued as a Eurocurrency Ratable Advance and the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case of Loans that are Eurocurrency Ratable Loans, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised of Base Rate Loans.
Appears in 1 contract
Samples: Senior Revolving Credit Agreement (Enesco Group Inc)
Conversion and Continuation of Outstanding Advances. Base Floating Rate Advances shall continue as Base Floating Rate Advances unless and until such Base Floating Rate Advances are converted into Eurocurrency Ratable Advances pursuant to this Section 2.02.4 2.10 or are prepaid repaid in accordance with Section 2.082.8. Each Eurocurrency Ratable Advance shall continue as a Eurocurrency Ratable Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
(a) each such Eurocurrency Ratable Advance denominated in Dollars shall be automatically converted into a Base Floating Rate Advance unless (x) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.8 or (y) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance either continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest PeriodPeriod or be converted into a Floating Rate Advance; and
(b) each such Eurocurrency Ratable Multicurrency Advance denominated in an Agreed Currency other than Dollars shall automatically continue as a Eurocurrency Ratable Multicurrency Advance in the same Agreed Currency with a Eurocurrency an Interest Period of one month unless (x) such Eurocurrency Ratable Multicurrency Advance is or was prepaid repaid in accordance with Section 2.08 2.8 or (y) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Multicurrency Advance continue as a Eurocurrency Ratable Multicurrency Advance for the same or another Eurocurrency Interest Period. Subject to the terms of Section 2.072.7, the applicable Borrower may elect from time to time to convert all or any part of a Ratable an Advance of any Type into any other Type or Types of Advances denominated in the same or any other Agreed Currency (other than an Alternate Currency); provided that any conversion of any Eurocurrency Ratable Advance shall be made on any day other than on, and only on, the last day of the Eurocurrency Interest Period applicable thereto shall be subject to Section 2.22thereto. The applicable Borrower shall give the Administrative Agent irrevocable notice (each a “Conversion/Continuation Notice”) of each conversion of a Eurocurrency Ratable an Advance or continuation of a Eurocurrency Ratable Advance not later than 10:00 11:00 a.m. (Chicago timei) at least one Business Day, in the case of a conversion into a Base Floating Rate Advance or Advance, (ii) at least three (3) Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable AdvanceAdvance denominated in Dollars, (iii) at least three (3) Business Days, in the case of a Multicurrency Advance in an Agreed Currency of a country that is a member of OECD located in North America or Europe, (iv) at least four (4) Business Days, in the case of a conversion into or continuation of a Multicurrency Advance in Yen and other Agreed Currency requiring such additional notice as determined by the Administrative Agent consistent with market practice, prior to the date of the requested conversion or continuation, specifying:
(iA) the requested date, which shall be a Business Day, of such conversion or continuation,; and
(iiB) the aggregate Agreed Currency, amount and Type Type(s) of the Ratable Advance(s) into which such Advance which is to be converted or continued, continued and
(iii) the Agreed Currency of any Ratable Advance which is to be converted into or continued as a Eurocurrency Ratable Advance and the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case of Loans that are a conversion into or continuation of a Eurocurrency Ratable LoansAdvance, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised duration of Base Rate Loansthe Interest Period applicable thereto.
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Conversion and Continuation of Outstanding Advances. Base Floating Rate Advances shall continue as Base Floating Rate Advances unless and until such Base Floating Rate Advances are converted into Eurocurrency Ratable Advances pursuant to this Section 2.02.4 or are prepaid in accordance with Section 2.08Advances. Each Eurocurrency Ratable Advance shall continue as a Eurocurrency Ratable Advance of such Type until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
(a) each time such Eurocurrency Ratable Advance denominated (other than Eurocurrency Advances in Dollars Agreed Currencies other than Dollars) shall be automatically converted into a Base Floating Rate Advance unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the applicable Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) which, in the case of a Non-U.S. Subsidiary Borrower, may be delivered by the Borrower on its behalf), in accordance with the terms of this Section 2.10 requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period; and
(b) each such Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars shall continue as a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency Interest Period of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period. Unless a Conversion/Continuation Notice shall have timely been given in accordance with the terms of this Section 2.10, Eurocurrency Advances in an Agreed Currency other than Dollars shall automatically continue as Eurocurrency Advances in the same Agreed Currency with an Eurocurrency Interest Period of one (1) month. Subject to the terms of Section 2.072.8, the applicable Borrower may elect from time to time to convert all or any part of a Ratable Advance of the Term Loans or the Revolving Loans from any Type into any other Type of Loan or Types of Advances denominated in the same or any other Agreed CurrencyLoans; provided that any conversion of any Eurocurrency Ratable Advance shall be made on any day other than on, and only on, the last day of the Eurocurrency Interest Period applicable thereto shall be subject to Section 2.22thereto. The applicable Borrower shall give the Agent irrevocable notice (a “Conversion/Continuation Notice”) or, in the case of a Non-U.S. Subsidiary Borrower, the Borrower may give the Agent a Conversion/Continuation Notice on its behalf, of each conversion of a Floating Rate Advance into a Eurocurrency Ratable Advance or continuation of a Eurocurrency Ratable Advance not later than 10:00 a.m. (Chicago time) at least one Business Day, in the case of a conversion into a Base Rate Advance or (a) three Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable Advance, Days prior to the date of the requested conversion or continuationcontinuation of a Eurocurrency Advance in Dollars and (b) four Business Days prior to the date of the requested conversion or continuation of a Eurocurrency Advance in an Agreed Currency other than Dollars, specifyingspecifying in each case:
(i) the requested date, which shall be a Business Day, of such conversion or continuation,;
(ii) the aggregate amount and Type of the Ratable Advance which is to be converted or continued, ; and
(iii) the Agreed Currency amount and Type(s) of any Ratable Advance(s) into which such Advance which is to be converted or continued and, in the case of a conversion into or continued as continuation of a Eurocurrency Ratable Advance and Advance, the duration of the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice mayNotwithstanding anything herein to the contrary, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case of Loans that are Eurocurrency Ratable Loans, the Approximate Equivalent Amount if denominated Advances in an Agreed Currency other than Dollars)may be converted and/or continued as Eurocurrency Advances only in the same Agreed Currency. Promptly after receipt of any Conversion/Continuation Notice, in each case unless such portion is comprised of Base Rate Loansthe Agent shall provide the Lenders with notice thereof.
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Conversion and Continuation of Outstanding Advances. Alternate Base Rate Advances shall continue as Alternate Base Rate Advances unless and until such Alternate Base Rate Advances are converted into Eurocurrency Ratable Advances pursuant to this Section 2.02.4 a LIBOR Advance or are prepaid in accordance with Section 2.08a Cost of Funds Advance. Each Eurocurrency Ratable LIBOR Advance shall continue as a Eurocurrency Ratable LIBOR Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
(a) each time such Eurocurrency Ratable LIBOR Advance denominated shall continue as a LIBOR Advance in Dollars shall be automatically converted into a Base Rate Advance the same currency with an Interest Period of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the Borrower Credit Party shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable LIBOR Advance either continue as a Eurocurrency Ratable LIBOR Advance for the same or another Eurocurrency Interest Period; and
(b) each Period or be converted into an Advance of another Type, it being understood that if the applicable Credit Party fails either to repay or give the Agent a timely and valid Conversion/Continuation Notice with respect to any LIBOR Advance prior to the end of the then applicable Interest Period therefor, such Eurocurrency Ratable LIBOR Advance denominated in an Agreed Currency other than Dollars shall continue as a Eurocurrency Ratable LIBOR Advance in the same Agreed Currency with a Eurocurrency for an Interest Period of one month unless (x) such Eurocurrency Ratable Advance is month. If the applicable Credit Party fails either to repay or was prepaid in accordance with Section 2.08 or (y) the Borrower shall have given give the Agent a timely and valid Conversion/Continuation Notice (as defined below) requesting thatwith respect to any Cost of Funds Advance prior to the expiration of the then applicable Interest Period therefor, at the end such Cost of Funds Advance shall automatically convert to an Alternate Base Rate Advance upon expiration of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency applicable Interest Period. Subject to the terms of Section 2.072.6, the Borrower Credit Party may elect from time to time to convert all or any part of a Ratable an Advance of any Type into any other Type or Types of Advances denominated in the same or any other Agreed CurrencyAdvances; provided that (i) any conversion of any Eurocurrency Ratable LIBOR Advance or Cost of Funds Advance shall be made on any day other than on, and only on, the last day of the Eurocurrency Interest Period applicable thereto shall thereto, and (ii) LIBOR Advances denominated in a particular currency may not be subject to Section 2.22continued or converted into LIBOR Advances denominated in another currency. The Borrower Credit Party shall give the Agent irrevocable notice (a “"Conversion/Continuation Notice”") of each conversion of a Eurocurrency Ratable an Advance or continuation of a Eurocurrency Ratable LIBOR Advance not later than 10:00 11:00 a.m. (Chicago Boston time) at least one on the Business Day, in the case of a conversion into a an Alternate Base Rate Advance or three a Cost of Funds Advance, or on the second Business DaysDay, in the case of a conversion into or continuation of a Eurocurrency Ratable LIBOR Advance, prior to the date of the requested conversion or continuation, specifying:
(i) the requested date, date which shall be a Business Day, of such conversion or continuation,;
(ii) the aggregate amount and Type of the Ratable Advance which is to be converted or continued, ; and
(iii) the Agreed Currency amount and Type(s) of any Ratable Advance(s) into which such Advance which is to be converted into or continued as a Eurocurrency Ratable Advance and the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (orand, in the case of Loans that are Eurocurrency Ratable Loansa conversion into or continuation of a LIBOR Advance or a Cost of Funds Advance, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised duration of Base Rate Loansthe Interest Period applicable thereto.
Appears in 1 contract
Samples: Senior Revolving Credit Agreement (Enesco Group Inc)
Conversion and Continuation of Outstanding Advances. Base (a) Floating Rate Advances (other than Swing Line Loans which shall be continued as provided below) shall continue as Base Floating Rate Advances unless and until such Base Floating Rate Advances are converted into Eurocurrency Ratable Advances pursuant to this Section 2.02.4 2.10 or are prepaid repaid in accordance with Section 2.082.8. Each Eurocurrency Ratable Advance (other than Canadian Swing Line Loans which shall be continued and converted as provided below) shall continue as a Eurocurrency Ratable Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
(ai) each such Eurocurrency Ratable Advance denominated in Dollars shall be automatically converted into a Base Floating Rate Advance unless (xA) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.8 or (yB) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance either continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest PeriodPeriod or be converted into a Floating Rate Advance; and
(bii) each such Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars shall automatically continue as a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency an Interest Period of one month unless (xA) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.8 or (yB) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period.
(b) Each US Swing Line Loan shall, subject to Section 2.5.2(d), continue as such unless prepaid or repaid. Subject Each Canadian Swing Line Loan shall, subject to Section 2.5.1(d) (i) if bearing interest at the terms Offered Rate, continue as such unless prepaid or repaid, and (ii) if bearing interest at the Eurocurrency Rate, continue as such until the end of Section 2.07the then applicable Interest Period therefor, at which time such Canadian Swing Line Loan shall, unless prepaid or repaid or any Canadian Swing Line Lender has given the Borrower may elect from time and the Administrative Agent written notice under Section 2.5.1
(c) that it will not continue making Canadian Swing Line Loans, automatically be deemed to time to convert all or any part of be continued as a Ratable Advance of any Type into any other Type or Types of Advances denominated Canadian Swing Line Loan in the same or any other Agreed Currency; provided that any conversion amount and in the same currency with an Interest Period of any Eurocurrency Ratable Advance made one month (commencing on any day other than the last day of the Eurocurrency expiring Interest Period applicable thereto shall be subject to Section 2.22. The Period) unless the Borrower shall give have given the Administrative Agent irrevocable notice (a “Conversion/Continuation Notice”) of each conversion of a Eurocurrency Ratable Advance or continuation of a Eurocurrency Ratable Advance not later than 10:00 a.m. (Chicago time) at least one Business Day, in the case of a conversion into a Base Rate Advance or three Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable Advance, prior to the date of the requested conversion or continuation, specifying:
(i) the requested date, which shall be a Business Day, of such conversion or continuation,
(ii) the aggregate amount and Type of the Ratable Advance which is to be converted or continued, and
(iii) the Agreed Currency of any Ratable Advance which is to be converted into or continued as a Eurocurrency Ratable Advance and the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice mayrequesting that, if it so specifiesat the end of such Interest Period, apply to only a portion of such Canadian Swing Line Loan continue for the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice appliessame or another Interest Period or at any applicable Offered Rate, and the remaining portion to which it does not apply, are in each at least $10,000,000 (orcase, in the case of Loans that are Eurocurrency Ratable Loans, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised of Base Rate Loanssame currency.
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Conversion and Continuation of Outstanding Advances. Base Rate Advances shall continue as Base Rate Advances unless and until such Base Rate Advances are converted into Eurocurrency Ratable SOFR Advances pursuant to this Section 2.02.4 Section 2.09 or are prepaid repaid in accordance with Section 2.08Sections 2.03 or 2.07. Each Eurocurrency Ratable SOFR Advance shall continue as a Eurocurrency Ratable SOFR Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
(a) each time such Eurocurrency Ratable SOFR Advance denominated in Dollars shall be automatically converted into continued as a Base Rate SOFR Advance with an Interest Period of one month, unless (x) such Eurocurrency Ratable SOFR Advance is or was prepaid repaid in accordance with Section 2.08 Sections 2.03 or 2.07 or (y) the Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable SOFR Advance convert to a Base Rate Advance or continue as a Eurocurrency Ratable SOFR Advance for the same or another Eurocurrency Interest Period; and
(b) each such Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars shall continue as a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency Interest Period of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period. Subject to the terms of Section 2.07Section 2.06, the Borrower may elect from time to time to convert all or any part of an Base Rate Advance into a Ratable SOFR Advance. Notwithstanding anything to the contrary contained in this Section 2.09, when any Default has occurred and is continuing (I) no Base Rate Advance may be converted into a SOFR Advance (except with the consent of any Type into any other Type or Types of Advances denominated in the same or any other Agreed Currency; provided that any conversion of any Eurocurrency Ratable Required Lenders) and (II) no SOFR Advance made on any day shall be continued other than the last day of the Eurocurrency as a SOFR Loan with an Interest Period applicable thereto shall be subject to Section 2.22of one month. The Borrower shall give the Administrative Agent irrevocable notice substantially in the form of Exhibit F (a “Conversion/Continuation Notice”) or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), in each case appropriately completed and signed by an Authorized Officer of the Borrower, of each conversion of a Eurocurrency Ratable Base Rate Advance or continuation into a SOFR Advance, conversion of a Eurocurrency Ratable SOFR Advance not later than 10:00 a.m. (Chicago time) at least one Business Day, in the case of a conversion into a Base Rate Advance or three Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable Advance, SOFR Advance not later than 11:00 a.m. (New York time) at least three (3) Business Days prior to the date of the requested conversion or continuation, specifying:
(ia) the requested date, which shall be a Business Day, of such conversion or continuation,
(iib) the aggregate amount and Type of the Ratable Advance which is to be converted or continued, and
(iiic) the Agreed Currency duration of any Ratable Advance which is to be converted into or continued as a Eurocurrency Ratable Advance and the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case of Loans that are Eurocurrency Ratable Loans, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised of Base Rate Loans.
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Conversion and Continuation of Outstanding Advances. Alternate Base Rate Advances shall continue as Alternate Base Rate Advances unless and until such Alternate Base Rate Advances are converted into Eurocurrency Ratable Advances pursuant to this Section 2.02.4 2.09 or are prepaid repaid in accordance with Section 2.082.07. Each Eurocurrency Ratable Advance shall continue as a Eurocurrency Ratable Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
(a) each time such Eurocurrency Ratable Advance denominated in Dollars shall be automatically converted into a an Alternate Base Rate Advance (provided, that in the case of a Eurocurrency Advance denominated in a Foreign Currency, such Eurocurrency Advance shall be continued as Eurocurrency Advance in its original currency with an Interest Period of one month), unless (x) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.07 or (y) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period; and
(b) each such Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars shall continue as a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency Interest Period of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period. Subject to the terms of Section 2.072.06, the applicable Borrower may elect from time to time to convert all or any part of an Alternate Base Rate Advance into a Ratable Eurocurrency Advance. No Advance of any Type may be converted into any other Type or Types of Advances continued as an Advance denominated in a different currency, but instead must be prepaid in the same original currency of such Advance and reborrowed in the other currency. Notwithstanding anything to the contrary contained in this Section 2.09, no Advance may be converted or any other Agreed Currency; provided that any conversion of any continued as a Eurocurrency Ratable Advance made on any day other than (except with the last day consent of the Required Lenders) when any Default has occurred and is continuing (provided, that in the case of a Eurocurrency Advance denominated in a Foreign Currency, when any Default has occurred and is continuing such Eurocurrency Advance shall be continued as Eurocurrency Advance in its original currency with an Interest Period applicable thereto shall be subject to Section 2.22of one month). The applicable Borrower shall give the Administrative Agent irrevocable notice substantially in the form of Exhibit F (a “Conversion/Continuation Notice”) or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), in each case appropriately completed and signed by an Authorized Officer of the applicable Borrower, of each conversion of an Alternate Base Rate Advance into a Eurocurrency Ratable Advance or continuation of a Eurocurrency Ratable Advance not later than 10:00 11:00 a.m. (Chicago New York time) at least one three (3) Business Day, in the case of a conversion into a Base Rate Advance or three Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable Advance, Days prior to the date of the requested conversion or continuation, specifying:
(ia) the requested date, which shall be a Business Day, of such conversion or continuation,
(iib) the aggregate amount and Type of the Ratable Advance which is to be converted or continuedcontinued as a Eurocurrency Advance, and
(iiic) the Agreed Currency duration of any Ratable Advance which is to be converted into or continued as a Eurocurrency Ratable Advance and the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case of Loans that are Eurocurrency Ratable Loans, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised of Base Rate Loans.
Appears in 1 contract
Samples: Revolving Credit Agreement (Walgreens Boots Alliance, Inc.)
Conversion and Continuation of Outstanding Advances. Base Floating Rate Advances shall continue as Base Floating Rate Advances unless and until such Base Floating Rate Advances are converted into Eurocurrency Ratable Advances pursuant to this Section 2.02.4 2.9 or are prepaid repaid in accordance with Section 2.082.7. Each Eurocurrency Ratable Advance shall continue as a Eurocurrency Ratable Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
(ai) each such Eurocurrency Ratable Advance denominated in Dollars shall be automatically converted into a Base Floating Rate Advance unless (x) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.7 or (y) the Borrower shall have given the Agent Bank a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance either continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest PeriodPeriod or be converted into a Floating Rate Advance; and
(bii) each such Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars shall automatically continue as a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency an Interest Period of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.7 or (y) the Borrower shall have given the Agent Bank a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period. Subject to the terms of Section 2.072.6, the Borrower may elect from time to time to convert all or any part of a Ratable Floating Rate Advance of any Type into any other Type or Types of Advances a Eurocurrency Advance denominated in the same or any other Agreed Currency; provided , provided, that any conversion of any Eurocurrency Ratable Advance shall be made only on any day other than the last day of the Eurocurrency Interest Period applicable thereto shall be subject to Section 2.22thereto. The Borrower shall give the Agent Bank irrevocable notice (a “"Conversion/Continuation Notice”") of each conversion of a Floating Rate Advance into a Eurocurrency Ratable Advance or continuation of a Eurocurrency Ratable Advance not later than 10:00 a.m. (Chicago time) at least one Business Day, in the case of a conversion into a Base Rate Advance or three Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable Advance, Days prior to the date of the requested conversion or continuation, specifying:
(i) the requested date, which shall be a Business Day, of such conversion or continuation,
(ii) the aggregate amount and Type of the Ratable Advance which is to be converted or continued, and,
(iii) the Agreed Currency Currency, amount of any Ratable such Advance which is to be converted into or continued as a Eurocurrency Ratable Advance and the Eurocurrency duration of the Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case of Loans that are Eurocurrency Ratable Loans, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised of Base Rate Loans.
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Conversion and Continuation of Outstanding Advances. Base Floating --------------------------------------------------- Rate Advances shall continue as Base Floating Rate Advances unless and until such Base Floating Rate Advances are converted into Eurocurrency Ratable Advances pursuant to this Section 2.02.4 or are prepaid in accordance with Section 2.08Advances. Each Eurocurrency Ratable Advance shall continue as a Eurocurrency Ratable Advance of such Type until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
(a) each time such Eurocurrency Ratable Advance denominated (other than Eurocurrency Advances in Dollars Agreed Currencies other than Dollars) shall be automatically converted into a Base Floating Rate Advance unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) in accordance with the terms of this Section ------- 2.9 requesting that, at the end of such Eurocurrency Interest Period, such --- Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period; and
(b) each such Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars shall continue as a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency Interest Period of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period. Unless a Conversion/Continuation Notice shall have timely been given in accordance with the terms of this Section 2.9, Eurocurrency Advances in an Agreed Currency other than Dollars ----------- shall automatically continue as Eurocurrency Advances in the same Agreed Currency with an Eurocurrency Interest Period of one (1) month. Subject to the terms of Section 2.072.6, the Borrower may elect from time to time to convert ----------- all or any part of a Ratable an Advance of any Type into any other Type or Types of Advances denominated in the same or any other Agreed CurrencyAdvances; provided that any conversion of any Eurocurrency Ratable Advance shall be made on any day other than on, and only on, the last day of the Eurocurrency Interest Period applicable thereto shall be subject to Section 2.22thereto. The Borrower shall give the Agent irrevocable notice (a “"Conversion/Continuation Notice”") of each conversion of a Eurocurrency Ratable Floating Rate Advance or continuation of a Eurocurrency Ratable Advance not later than 10:00 a.m. (Chicago time) at least one four Business Day, in the case of a conversion into a Base Rate Advance or three Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable Advance, Days prior to the date of the requested conversion or continuation, specifying:
(i) the requested date, date which shall be a Business Day, of such conversion or continuation,;
(ii) the aggregate amount and Type of the Ratable Advance which is to be converted or continued, ; and
(iii) the Agreed Currency amount and Type(s) of any Ratable Advance(s) into which such Advance which is to be converted or continued and, in the case of a conversion into or continued as continuation of a Eurocurrency Ratable Advance and Advance, the duration of the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice mayNotwithstanding anything herein to the contrary, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case of Loans that are Eurocurrency Ratable Loans, the Approximate Equivalent Amount if denominated Advances in an Agreed Currency other than Dollars), may be converted and/or continued as Eurocurrency Advances only in each case unless such portion is comprised of Base Rate Loansthe same Agreed Currency.
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Conversion and Continuation of Outstanding Advances. Base Floating Rate Advances (other than Swing Line Loans) shall continue as Base Floating Rate Advances unless and until such Base Floating Rate Advances are converted into Eurocurrency Ratable Advances pursuant to this Section 2.02.4 2.10 or are prepaid repaid in accordance with Section 2.082.8. Each Eurocurrency Ratable Advance shall continue as a Eurocurrency Ratable Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
(a) : each such Eurocurrency Ratable Advance denominated in Dollars shall be automatically converted into a Base Floating Rate Advance unless (x) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.8 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance either continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest PeriodPeriod or be converted into a Floating Rate Advance; and
(b) and each such Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars shall automatically continue as a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency an Interest Period of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.8 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period. Subject to the terms of Section 2.072.7, the Borrower may elect from time to time to convert all or any part of an Advance (other than a Ratable Advance Swing Line Loan) of any Type into any other Type or Types of Advances denominated in the same or any other Agreed Currency; provided that any conversion of any Eurocurrency Ratable Advance shall be made on any day other than on, and only on, the last day of the Eurocurrency Interest Period applicable thereto shall be subject to Section 2.22thereto. The Borrower shall give the Agent irrevocable notice (a “"Conversion/Continuation Notice”") of each conversion of a Eurocurrency Ratable an Advance or continuation of a Eurocurrency Ratable Advance not later than 10:00 11:00 a.m. (Chicago time) at least one Business Day, in the case of a conversion into a Base Floating Rate Advance or Advance, three Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable AdvanceAdvance denominated in Dollars, or four Business Days in the case of a conversion into or continuation of a Eurocurrency Advance denominated in an Agreed Currency other than Dollars, prior to the date of the requested conversion or continuation, specifying:
(i) : the requested date, which shall be a Business Day, of such conversion or continuation,
(ii) , and the aggregate Agreed Currency, amount and Type Type(s) of the Ratable Advance(s) into which such Advance which is to be converted or continued, continued and
(iii) the Agreed Currency of any Ratable Advance which is to be converted into or continued as a Eurocurrency Ratable Advance and the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case of Loans that are a conversion into or continuation of a Eurocurrency Ratable LoansAdvance, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised duration of Base Rate Loansthe Interest Period applicable thereto.
Appears in 1 contract
Conversion and Continuation of Outstanding Advances. (a) Base Rate Advances shall continue as Base Rate Advances unless and until such Base Rate Advances are converted into Eurocurrency Ratable Advances pursuant to this Section 2.02.4 2.10 or are prepaid repaid in accordance with Section 2.082.6. Each Eurocurrency Ratable Advance shall continue as a Eurocurrency Ratable Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
(ai) each such Eurocurrency Ratable Advance denominated in Dollars shall be automatically converted into a Base Rate Advance unless (x) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.13 or (y) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance either continue as a Eurocurrency Ratable Advance in Dollars for the same or another Eurocurrency Interest PeriodPeriod or be converted into a Base Rate Advance; and
(bii) each such Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars shall automatically continue as a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency an Interest Period of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.13 or (y) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance on the same Agreed Currency for the same or another Eurocurrency Interest Period. .
(b) Subject to the terms of Section 2.073.4, the applicable Borrower may elect from time to time to convert all or any part of a Ratable an Advance of any denominated in Dollars from one Type into any the other Type or Types of Advances denominated in (but not from one Class into the same or any other Agreed CurrencyClass); provided that any conversion of any Eurocurrency Ratable Advance shall be made on any day other than on, and only on, the last day of the Eurocurrency Interest Period applicable thereto shall be subject to Section 2.22thereto. The applicable Borrower shall give the Administrative Agent irrevocable notice in substantially the form of Exhibit I (a “Conversion/Continuation Notice”) of each conversion of a Eurocurrency Ratable an Advance or continuation of a Eurocurrency Ratable Advance not later than 10:00 a.m. noon (Chicago New York time) at least one on the Business DayDay of the requested conversion or continuation, in the case of a conversion into a Base Rate Advance or Advance, not later than 3:00 p.m. (New York time) at least three Business DaysDays prior to the date of the requested conversion or continuation, in the case of a conversion into or continuation of a Eurocurrency Ratable AdvanceAdvance denominated in Dollars, or not later than 3:00 p.m. (New York time) at least four Business Days prior to the date of the requested conversion or continuation, in the case of a continuation of a Eurocurrency Advance denominated in an Agreed Currency other than Dollars, specifying:
(i) the requested date, which shall be a Business Day, of such conversion or continuation,; 28 Five-Year Revolving Credit Agreement
(ii) the aggregate Class of the Loan to be converted or continued; and
(iii) to the extent applicable, the Agreed Currency, amount and Type Type(s) of the Ratable Multi-Currency Revolving Advance(s) into which such Multi-Currency Revolving Advance which is to be converted or continued, continued and
(iii) the Agreed Currency of any Ratable Advance which is to be converted into or continued as a Eurocurrency Ratable Advance and the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case of Loans that are a conversion into or continuation of a Eurocurrency Ratable LoansAdvance, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised duration of Base Rate Loansthe Interest Period applicable thereto.
Appears in 1 contract
Conversion and Continuation of Outstanding Advances. Base Outstanding Advances may be continued or converted into Advances of another Type as provided below in this Section 2.13. Each Floating Rate Advances Advance shall continue as Base Floating Rate Advances Advance unless and until such Base Floating Rate Advances are Advance is repaid pursuant to Section 2.9 or converted into Eurocurrency Ratable Advances a Eurodollar Advance pursuant to this Section 2.02.4 or are prepaid in accordance with Section 2.082.13. Each Eurocurrency Ratable Eurodollar Advance shall continue as a Eurocurrency Ratable Eurodollar Advance until the end of the then applicable Eurocurrency its respective Interest Period thereforPeriod, at which time:
(a) each time such Eurocurrency Ratable Eurodollar Advance denominated in Dollars shall be automatically converted into a Base Floating Rate Advance unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the Borrower shall have given the Agent Lender a Conversion/Continuation Eurodollar Conversion Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Eurodollar Advance continue as be converted into a Eurocurrency Ratable new Eurodollar Advance for the same or another Eurocurrency Interest Period; and
(b) each such Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars shall continue as a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency Interest Period of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency new Interest Period. Subject to the terms of Section 2.072.8, the Borrower may elect from time to time elect to convert all or any part of any Floating Rate Advance into a Ratable Advance Eurodollar Advance, or to convert all or any part of any Type Eurodollar Advance into any other Type or Types of Advances denominated in the same or any other Agreed Currencya new Eurodollar Advance for a new Interest Period; provided PROVIDED, that any conversion of any Eurocurrency Ratable existing Eurodollar Advance shall be made on any day other than on, and only on, the last day of the Eurocurrency its respective Interest Period applicable thereto shall be subject to Section 2.22Period. The Borrower shall give the Agent Lender irrevocable notice (a “Conversion/Continuation "Eurodollar Conversion Notice”") of each conversion of an outstanding Advance into a Eurocurrency Ratable Advance or continuation of a Eurocurrency Ratable Eurodollar Advance not later than 10:00 a.m. (Chicago time) at least one Business Day, in the case of a conversion into a Base Rate Advance or three Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable Advance, Days prior to the date of the requested conversion or continuationconversion, specifying:
(i) the requested datedate of such conversion, which date shall be a Business Day, of such conversion or continuation,;
(ii) the aggregate amount and Type of the Ratable Advance which is to be converted or continued, ; and
(iii) the Agreed Currency of any Ratable amount and Interest Period applicable to each Eurodollar Advance into which such Advance is to be converted. Notwithstanding anything to the contrary contained in this Section 2.13, no Advance may be converted into or continued as a Eurocurrency Ratable Eurodollar Advance and the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply to only a portion (a) at any time within 30 days of the aggregate principal amount of the relevant Advances; provided that Facility Termination Date or (Ab) such portion when any Default or Unmatured Default has occurred and is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case of Loans that are Eurocurrency Ratable Loans, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised of Base Rate Loanscontinuing.
Appears in 1 contract
Samples: Credit Agreement (Aar Corp)
Conversion and Continuation of Outstanding Advances. Base Floating Rate Advances of a Class shall continue as Base Floating Rate Advances of such Class unless and until such Base Floating Rate Advances are converted into Eurocurrency Ratable LIBOR RateDaily Simple SOFR Advances pursuant to this Section 2.02.4 of the same Class or Term SOFR Advances of the same Class. Daily Simple SOFR Advances of a Class shall continue as Daily Simple SOFR Advances of such Class unless and until such Daily Simple SOFR Advances are prepaid in accordance with Section 2.08converted into Floating Rate Advances of the same Class or Term SOFR Advances of the same Class. Each Eurocurrency Ratable LIBOR RateTerm SOFR Advance of a Class shall continue as a Eurocurrency Ratable LIBOR RateTerm SOFR Advance of such Class until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
(a) each time such Eurocurrency Ratable LIBOR RateTerm SOFR Advance denominated in Dollars shall be automatically converted into a Base Floating Rate Advance of the same Class unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the Borrower shall have given the Administrative Agent a “Conversion/Continuation Notice (as defined below) Notice” requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable LIBOR RateTerm SOFR Advance either continue as a Eurocurrency Ratable LIBOR RateTerm SOFR Advance of the same Class for the same or another Eurocurrency Interest Period; and
(b) each such Eurocurrency Ratable Period or be converted to an Advance denominated in an Agreed Currency other than Dollars shall continue as a Eurocurrency Ratable Advance in of another Type but of the same Agreed Currency with a Eurocurrency Interest Period of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest PeriodClass. Subject to the terms of Section 2.07, the The Borrower may elect from time to time to convert all or any part of a Ratable Floating Ratean Advance of any one Type of a Class into any other a LIBOR Ratean Advance of another Type or Types of Advances denominated in the same or any other Agreed CurrencyClass and vice versa; provided that any conversion of any Eurocurrency Ratable LIBOR RateTerm SOFR Advance shall be made on any day other than on, and only on, the last day of the Eurocurrency Interest Period applicable thereto shall be subject to Section 2.22thereto. The Borrower shall give the Administrative Agent irrevocable notice (a “Conversion/Continuation Notice”) of each each(X) in the case of a conversion of an Advance to a Eurocurrency Ratable LIBOR RateTerm SOFR Advance or a continuation of a Eurocurrency Ratable LIBOR RateTerm SOFR Advance not later than 10:00 a.m. (Chicago Cleveland, Ohio time) ), at least one Business Day, in the case of a conversion into a Base Rate Advance or three (3) Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable LIBOR Rate Advance, prior to the date of the requested conversion or continuation, or (Y) in the case of a conversion into or continuation of a Floating Rate Advance or a Daily Simple SOFR Advance, not later than 10:00 a.m. (Cleveland, Ohio time) on the date of the requested conversion or continuation, specifying:
(i) the requested date, which shall be a Business Day, of such conversion or continuation,;
(ii) the aggregate amount and Type of the Ratable Advance which is to be converted or continued, and;
(iii) the Agreed Currency Class of any Ratable Advance which is to be converted or continued; and
(iv) the amount and Type(s) of Advance(s) into which such Advance is to be converted or continued as a Eurocurrency Ratable Advance and the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (orand, in the case of Loans that are Eurocurrency Ratable Loansa conversion into or continuation of a LIBOR RateTerm SOFR Advance, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised duration of Base Rate Loansthe Interest Period applicable thereto.
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Conversion and Continuation of Outstanding Advances. Base Floating Rate Advances shall continue as Base Floating Rate Advances unless and until such Base Floating Rate Advances are converted into Eurocurrency Ratable Advances pursuant to this Section 2.02.4 2.9 or are prepaid repaid in accordance with Section 2.082.7. Each Eurocurrency Ratable Advance shall continue as a Eurocurrency Ratable Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
(ai) each such Eurocurrency Ratable Advance denominated in Dollars shall be automatically converted into a Base Floating Rate Advance unless (x) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.7 or (y) the a Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance either continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest PeriodPeriod or be converted into a Floating Rate Advance; and
(bii) each such Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars shall automatically continue as a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency an Interest Period of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.7 or (y) the a Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period. Subject to the terms of Section 2.072.6, the each Borrower may elect from time to time to convert all or any part of a Ratable an Advance of any Type into any other Type or Types of Advances denominated in the same or any other Agreed Currency; provided that any conversion of any Eurocurrency Ratable Advance shall be made on any day other than on, and only on, the last day of the Eurocurrency Interest Period applicable thereto shall be subject to Section 2.22thereto. The A Borrower shall give the Agent irrevocable notice (a “"Conversion/Continuation Notice”") of each conversion of a Eurocurrency Ratable an Advance or continuation of a Eurocurrency Ratable Advance not later than 10:00 a.m. (Chicago Columbus time) at least one on the Business Day, in the case of a conversion into a Base Floating Rate Advance or Advance, three Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable AdvanceAdvance denominated in Dollars, or four Business Days, in the case of a conversion into or continuation of a Eurocurrency Advance denominated in an Agreed Currency other than Dollars, prior to the date of the requested conversion or continuation, specifying:
(i) the requested date, which shall be a Business Day, of such conversion or continuation,, and
(ii) the aggregate Agreed Currency, amount and Type Type(s) of the Ratable Advance(s) into which such Advance which is to be converted or continued, continued and
(iii) the Agreed Currency of any Ratable Advance which is to be converted into or continued as a Eurocurrency Ratable Advance and the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case of Loans that are a conversion into or continuation of a Eurocurrency Ratable LoansAdvance, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised duration of Base Rate Loansthe Interest Period applicable thereto.
Appears in 1 contract
Conversion and Continuation of Outstanding Advances. Base Floating Rate Advances shall continue as Base Floating Rate Advances unless and until such Base Floating Rate Advances are converted into Eurocurrency Ratable Advances pursuant to this Section 2.02.4 2.9 or are prepaid repaid in accordance with Section 2.082.7. Each Eurocurrency Ratable Advance shall continue as a Eurocurrency Ratable Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
(ai) each such Eurocurrency Ratable Advance denominated in Dollars shall be automatically converted into a Base Floating Rate Advance unless (x) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.7 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance either continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest PeriodPeriod or be converted into a Floating Rate Advance; and
(bii) each such Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars shall automatically continue as a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency an Interest Period of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.7 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period. Subject to the terms of Section 2.072.6, the Borrower may elect from time to time to convert all or any part of a Ratable an Advance of any Type into any other Type or Types of Advances denominated in the same or any other Agreed Currency; provided that any conversion of any Eurocurrency Ratable Advance shall be made on any day other than on, and only on, the last day of the Eurocurrency Interest Period applicable thereto shall be subject to Section 2.22thereto. The Borrower shall give the Agent irrevocable notice (a “"Conversion/Continuation Notice”") of each conversion of a Eurocurrency Ratable an Advance or continuation of a Eurocurrency Ratable Advance not later than 10:00 a.m. (Chicago Detroit time) at least one Business Day, in the case of a conversion into a Base Floating Rate Advance or Advance, three Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable AdvanceAdvance denominated in Dollars, or four Business Days, in the case of a conversion into or continuation of a Eurocurrency Advance denominated in an Agreed Currency other than Dollars, prior to the date of the requested conversion or continuation, specifying:
(i) the requested date, which shall be a Business Day, of such conversion or continuation,, and
(ii) the aggregate Agreed Currency, amount and Type Type(s) of the Ratable Advance(s) into which such Advance which is to be converted or continued, continued and
(iii) the Agreed Currency of any Ratable Advance which is to be converted into or continued as a Eurocurrency Ratable Advance and the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case of Loans that are a conversion into or continuation of a Eurocurrency Ratable LoansAdvance, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised duration of Base Rate Loansthe Interest Period applicable thereto.
Appears in 1 contract
Samples: Credit Agreement (Covansys Corp)
Conversion and Continuation of Outstanding Advances. Base Rate Advances shall continue as Base Rate Advances unless and until such Base Rate Advances are converted into Eurocurrency Ratable SOFR Advances pursuant to this Section 2.02.4 Section 2.09 or are prepaid repaid in accordance with Section 2.08Section 2.07. Each Eurocurrency Ratable SOFR Advance shall continue as a Eurocurrency Ratable SOFR Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
(a) each time such Eurocurrency Ratable SOFR Advance denominated in Dollars shall be automatically converted or continued, as applicable, into a Base Rate SOFR Advance with an Interest Period of one month, unless (x) such Eurocurrency Ratable SOFR Advance is or was prepaid repaid in accordance with Section 2.08 Section 2.07 or (y) the Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable SOFR Advance convert to a Base Rate Advance or continue as a Eurocurrency Ratable SOFR Advance for the same or another Eurocurrency Interest Period; and
(b) each such . Each Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars shall continue as a Eurocurrency Ratable Advance until the end of the then applicable Interest Period therefor, at which time such Eurocurrency Advance shall be automatically continued as a Eurocurrency Advance in the same Agreed Currency its original currency with a Eurocurrency an Interest Period of one month month, unless (x) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 Section 2.07 or (y) the Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period. Subject to the terms of Section 2.07Section 2.06, the Borrower may elect from time to time to convert all or any part of a Ratable Base Rate Advance of any Type into any other Type a SOFR Advance. No Advance may be converted into or Types of Advances continued as an Advance denominated in a different currency, but instead must be repaid in the same or any original currency of such Advance and reborrowed in the other Agreed Currency; provided that any conversion of any Eurocurrency Ratable currency. No Advance made on in a Foreign Currency may be converted into a Base Rate Advance or a SOFR Advance, but instead must be prepaid as a Eurocurrency Advance and reborrowed in Dollars. No Advance made in Dollars may be converted into a Eurocurrency Advance, but instead must be prepaid as a Base Rate Advance or SOFR Advance, as applicable, and reborrowed in a Foreign Currency. Notwithstanding anything to the contrary contained in this Section 2.09, when any day Default has occurred and is continuing (I) no Dollar-denominated Advance may be converted or continued as a SOFR Advance (except with the consent of the Required Lenders) and (II) no Eurocurrency Advance shall be continued other than the last day of the as a Eurocurrency Loan in its original currency with an Interest Period applicable thereto shall be subject to Section 2.22of one month. The Borrower shall give the Administrative Agent irrevocable notice substantially in the form of Exhibit F (a “Conversion/Continuation Notice”) or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), in each case appropriately completed and signed by an Authorized Officer of the Borrower, of each conversion of a Eurocurrency Ratable Base Rate Advance or continuation into a SOFR Advance, conversion of a Eurocurrency Ratable SOFR Advance not later than 10:00 a.m. (Chicago time) at least one Business Day, in the case of a conversion into a Base Rate Advance or three Business Days, in the case of a conversion into or continuation of a SOFR Advance or of a Eurocurrency Ratable Advance, in each case, not later than 11:00 a.m. (New York time) at least three (3) Business Days prior to the date of the requested conversion or continuation, specifying:
(ia) the requested date, which shall be a Business Day, of such conversion or continuation,
(iib) the aggregate amount and Type of the Ratable Advance which is to be converted or continuedto a SOFR Advance, and
(iii) the Agreed Currency of any Ratable converted to a Base Rate Advance, continued as a SOFR Advance which is to be converted into or continued as a Eurocurrency Ratable Advance; provided that no Advance and made in a Foreign Currency may be converted into a Base Rate Advance or a SOFR Advance, and
(c) the Eurocurrency duration of the Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case of Loans that are Eurocurrency Ratable Loans, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised of Base Rate Loans.
Appears in 1 contract
Samples: Credit Agreement (RXO, Inc.)
Conversion and Continuation of Outstanding Advances. Base Floating Rate Advances shall continue as Base Floating Rate Advances unless and until such Base Floating Rate Advances are converted into Eurocurrency Ratable Advances pursuant to this Section 2.02.4 2.10 or are prepaid repaid in accordance with Section 2.082.8. Each Eurocurrency Ratable Advance shall continue as a Eurocurrency Ratable Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
(ai) each such Eurocurrency Ratable Advance denominated in Dollars shall be automatically converted into a Base Floating Rate Advance unless (x) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.8 or (y) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest PeriodPeriod or be converted into a Floating Rate Advance; and
(bii) each such Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars shall automatically continue as a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency an Interest Period of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.8, or (y) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period. Subject to the terms of Section 2.072.7, the Borrower Borrowers may elect from time to time to convert all or any part of a Ratable an Advance of any Type into any other Type or Types of Advances denominated in the same or any other Agreed Currency; provided that any conversion of any Eurocurrency Ratable Advance shall be made on any day other than on, and only on, the last day of the Eurocurrency Interest Period applicable thereto shall be subject to Section 2.22thereto. The applicable Borrower shall give the Administrative Agent irrevocable notice (a “"Conversion/Continuation Notice”") of each conversion of a Eurocurrency Ratable an Advance or continuation of a Eurocurrency Ratable Advance not later than 10:00 a.m. (Chicago time) at least one (1) Business Day, in the case of a conversion into a Base Floating Rate Advance or Advance, three (3) Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable AdvanceAdvance denominated in Dollars, or four (4) Business Days, in the case of a conversion into or continuation of a Eurocurrency Advance denominated in an Agreed Currency other than Dollars, prior to the date of the requested conversion or continuation, specifying:
(i) the requested date, which shall be a Business Day, of such conversion or continuation,
(ii) the Agreed Currency, the aggregate amount and Type of the Ratable Advance which is to be converted or continued, and
(iii) the Agreed Currency amount of any Ratable such Advance which is to be converted into or continued as a Eurocurrency Ratable Advance and the Eurocurrency duration of the Interest Period applicable thereto. A Promptly after receipt of any Conversion/Continuation Notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case of Loans that are Eurocurrency Ratable LoansNotice, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised of Base Rate LoansAdministrative Agent shall provide the Lenders with notice thereof.
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Conversion and Continuation of Outstanding Advances. Base Floating Rate Advances (other than Swing Line Advances) shall continue as Base Floating Rate Advances of the same Type unless and until such Base Floating Rate Advances are converted into Eurocurrency Ratable either Eurodollar Committed Advances pursuant to this Section 2.02.4 or are prepaid in accordance with Section 2.08Floating Rate Advances of a different Type. Each Eurocurrency Ratable Eurodollar Committed Advance shall continue as a Eurodollar Committed Advance until the end of the then applicable Eurodollar Interest Period therefor, at which time such Eurodollar Committed Advance shall be automatically converted into an Alternate Base Rate Advance unless repaid as provided herein or unless the Borrower shall have given the Agent a Conversion/Continuation Notice requesting that, at the end of such Eurodollar Interest Period, such Eurodollar Committed Advance continue as a Eurodollar Committed Advance for the same or another Eurodollar Interest Period. Subject to the terms of Section 2.3.3, the Borrower may elect from time to time ------------- to convert all or any part of a Committed Advance (other than a Swing Line Advance and other than a Eurocurrency Ratable Advance) of any Type into any other Type or Types of Advances; provided that any conversion of any Eurodollar Committed -------- Advance on a day other than the last day of the Eurodollar Interest Period applicable thereto shall be subject to Section 3.4. Each Eurocurrency Advance ----------- shall continue as such until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
(a) each time such Eurocurrency Ratable Advance denominated shall automatically be deemed to be continued as a Eurocurrency Advance in Dollars shall be automatically converted into the same amount with a Base Rate Advance Eurocurrency Interest Period of one month (commencing on the last day of the expiring Eurocurrency Interest Period), unless (x) such Eurocurrency Ratable Advance is repaid as provided herein or was prepaid in accordance with Section 2.08 or (y) unless the Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) in accordance with the immediately succeeding sentence requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period; and
(b) each such Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars shall continue as a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency Interest Period of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period. Subject to the terms of Section 2.07, the Borrower may elect from time to time to convert all or any part of a Ratable Advance of any Type into any other Type or Types of Advances denominated in the same or any other Agreed Currency; provided that any conversion of any Eurocurrency Ratable Advance made on any day other than the last day of the Eurocurrency Interest Period applicable thereto shall be subject to Section 2.22. The Borrower shall give the Agent irrevocable notice (a “Conversion/Continuation Notice”) of each conversion of a Eurocurrency Ratable Advance or continuation of a Eurocurrency Ratable Advance not later than 10:00 a.m. (Chicago time) at least one Business Day, in the case of a conversion into a Base Rate Advance or three Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable Advance, prior to the date of the requested conversion or continuation, specifying:
(i) the requested date, which shall be a Business Day, of such conversion or continuation,
(ii) the aggregate amount and Type of the Ratable Advance which is to be converted or continued, and
(iii) the Agreed Currency of any Ratable Advance which is to be converted into or continued as a Eurocurrency Ratable Advance and the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case of Loans that are Eurocurrency Ratable Loans, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised of Base Rate Loans.another
Appears in 1 contract
Conversion and Continuation of Outstanding Advances. Alternate Base Rate Advances shall continue as Alternate Base Rate Advances unless and until such Alternate Base Rate Advances are converted into Eurocurrency Ratable Term SOFR Advances pursuant to this Section 2.02.4 Section 2.09 or are prepaid repaid in accordance with Section 2.08Section 2.07. Each Eurocurrency Ratable Advance Alternative Currency Daily Rate Advances shall continue as Alternative Currency Daily Rate Advances unless and until such Alternative Currency Daily Rate Advances are repaid in accordance with Section 2.07. Each Term SOFR Advance shall automatically continue as a Eurocurrency Ratable Term SOFR Advance until the end of the then applicable Eurocurrency with an Interest Period thereforof one month,, at which time:
(a) each such Eurocurrency Ratable Advance denominated in Dollars shall be automatically converted into a Base Rate Advance unless (x) such Eurocurrency Ratable Term SOFR Advance is or was prepaid repaid in accordance with Section 2.08 Section 2.07 or (y) the Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Term SOFR Advance convert to a Base Rate Advance or continue as a Eurocurrency Ratable Term SOFR Advance for the same or another Eurocurrency Interest Period; and
(b) each such Eurocurrency Ratable . Each Alternative Currency Term Rate Advance denominated in an Agreed Currency other than Dollars shall continue as a Eurocurrency Ratable an Alternative Currency Term Rate Advance until the end of the then applicable Interest Period therefor, at which time such Alternative Currency Term Rate Advance shall be automatically continued as an Alternative Currency Term Rate Advance in its original currency with the same Agreed Currency with a Eurocurrency Interest Period of one month Period, unless (x) such Eurocurrency Ratable Alternative Currency Term Rate Advance is or was prepaid repaid in accordance with Section 2.08 Section 2.07 or (y) the Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Alternative Currency Term Rate Advance continue as a Eurocurrency Ratable convert to an Alternative Currency Term Rate Advance for the same or another Eurocurrency Interest Period. Subject to the terms of Section 2.07Section 2.06, the Borrower may elect from time to time to convert all or any part of an Alternate Base Rate Advance into a Ratable Term SOFR Advance. No Advance of any Type may be converted into any other Type or Types of Advances continued as an Advance denominated in a different currency, but instead must be repaid in the original currency of such Advance and reborrowed in the other currency. No Advance made in an Alternative Currency may be converted into an Alternate Base Rate Advance, but instead must be prepaid as an Alternate Currency Advance and reborrowed in Dollars. Notwithstanding anything to the contrary contained in this Section 2.09, when any Default has occurred and is continuing (I) no Dollar-denominated Advance may be converted or continued as a Term SOFR Advance (except with the consent of the Required Lenders) and (II) no Alternative Currency Term Rate Advance shall be continued other than as an Alternative Currency Term Rate Advance in its original currency with the same or any other Agreed Currency; provided that any conversion of any Eurocurrency Ratable Advance made on any day other than Interest Period (except with the last day consent of the Eurocurrency Interest Period applicable thereto shall be subject to Section 2.22Required Lenders). The Borrower shall give the Administrative Agent irrevocable notice substantially in the form of Exhibit F (a “Conversion/Continuation Notice”) or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), in each case appropriately completed and signed by an Authorized Officer of the Borrower, of each conversion of an Alternate Base Rate Advance into a Eurocurrency Ratable Term SOFR Advance, conversion of Term SOFR Advance into an Alternate Base Rate Advance or continuation of a Eurocurrency Ratable an Alternative Currency Term Rate Advance or Term SOFR Advance not later than 10:00 11:00 a.m. (Chicago New York time) at least one Business Day, (x) in the case of a conversion into a Base Alternative Currency Term Rate Advance or Advances, three (3) Business DaysDays prior to, and (y) in the case of a conversion into or continuation of a Eurocurrency Ratable AdvanceTerm SOFR Advances, two (2) Business Days prior to, to the date of the requested conversion or continuation, specifying:
(ia) the requested date, which shall be a Business Day, of such conversion or continuation,
(iib) the aggregate amount and Type of the Ratable Advance which is to be converted or continued; provided that no Advance made in an Alternative Currency may be converted into an Alternate Base Rate Advance, and
(iiic) the Agreed Currency duration of any Ratable Advance which is to be converted into or continued as a Eurocurrency Ratable Advance and the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case of Loans that are Eurocurrency Ratable Loans, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised of Base Rate Loans.
Appears in 1 contract
Conversion and Continuation of Outstanding Advances. Alternate Base Rate Advances shall continue as Alternate Base Rate Advances unless and until such Alternate Base Rate Advances are converted into Eurocurrency Ratable EurocurrencySOFR Advances pursuant to this Section 2.02.4 Section 2.09 or are prepaid repaid in accordance with Section 2.08Section 2.07. EachSONIA Advances shall continue as SXXXX Advances unless and until such SXXXX Advances are repaid in accordance with Section 2.07. Each (a) Eurocurrency Ratable Advance shall continue as a Eurocurrency Ratable Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
time (aif denominated in Dollars) each such Eurocurrency Ratable Advance denominated in Dollars shall be automatically converted into a an Alternate Base Rate Advance or (if denominated in a Foreign Currency) such Eurocurrency Advance shall be automatically continued as a Eurocurrency Advance in its original currency with an Interest Period of one month, in each case, unless and (b) SOFR Advance shall continue as a SOFR Advance until the end of the then applicable Interest Period therefor, at which time such SOFR Advance shall be automatically continued as a SOFR Advance with an Interest Period of one month, unless, in the case of the foregoing clauses (a) and (b), (x) such Eurocurrency Ratable Advance or SOFR Advance, as applicable, is or was prepaid repaid in accordance with Section 2.08 Section 2.07 or (y) the Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such SOFR Advance convert to an Alternate Base Rate Advance or such Eurocurrency Ratable Advance or SOFR Advance, as applicable, continue as a Eurocurrency Ratable Advance or SOFR Advance, as applicable, for the same or another Eurocurrency Interest Period; and
(b) each such Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars shall continue as a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency Interest Period of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period. Subject to the terms of Section 2.07Section 2.06, the Borrower may elect from time to time to convert all or any part of an Alternate Base Rate Advance into a Ratable EurocurrencySOFR Advance. No Advance of any Type may be converted into any other Type or Types of Advances continued as an Advance denominated in a different currency, but instead must be repaid in the same or any original currency of such Advance and reborrowed in the other Agreed Currency; provided that any conversion of any Eurocurrency Ratable currency. No Advance made on in a Foreign Currency may be converted into an Alternate Base Rate Advance, but instead must be prepaid as a Eurocurrency Advance or SXXXX Advance, as applicable, and reborrowed in Dollars. Notwithstanding anything to the contrary contained in this Section 2.09, when any day Default has occurred and is continuing (I) no Dollar-denominated Advance may be converted or continued as a Eurocurrency Advance (except with the consent of the Required Lenders) and (II) no Eurocurrency Advance denominated in a Foreign Currency shall be continued other than the last day of the as a Eurocurrency Loan in its original currency with an Interest Period applicable thereto shall be subject to Section 2.22of one month. The Borrower shall give the Administrative Agent irrevocable notice substantially in the form of Exhibit F (a “Conversion/Continuation Notice”) or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), in each case appropriately completed and signed by an Authorized Officer of the Borrower, of each conversion of an Alternate Base Rate Advance into a Eurocurrency Ratable EurocurrencySOFR Advance, conversion of SOFR Advance into an Alternate Base Rate Advance or continuation of a Eurocurrency Ratable Advance or SOFR Advance not later than 10:00 11:00 a.m. (Chicago New York time) at least one three (3) Business Day, in the case of a conversion into a Base Rate Advance or three Business Days, in the case of a conversion into or continuation of a Eurocurrency Ratable Advance, Days prior to the date of the requested conversion or continuation, specifying:
(ia) the requested date, which shall be a Business Day, of such conversion or continuation,
(iib) the aggregate amount and Type of the Ratable Advance which is to be converted or continuedcontinued as a Eurocurrency Advance; provided that no Advance made in a Foreign Currency may be converted into an Alternate Base Rate Advance, and
(iiic) the Agreed Currency duration of any Ratable Advance which is to be converted into or continued as a Eurocurrency Ratable Advance and the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case of Loans that are Eurocurrency Ratable Loans, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised of Base Rate Loans.
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Conversion and Continuation of Outstanding Advances. Each Alternate Base Rate Advances Advance shall continue as an Alternate Base Rate Advances Advance unless and until such Alternate Base Rate Advances are Advance is converted into a Eurocurrency Ratable Advances Advance pursuant to this Section 2.02.4 2.9 or are prepaid is repaid in accordance with Section 2.082.7. Each XXXXX Advance shall continue as a XXXXX Advance unless and until such XXXXX Advance is repaid in accordance with Section 2.7. Each Eurocurrency Ratable Advance shall continue as a Eurocurrency Ratable Advance until the end of the then applicable Eurocurrency Interest Period therefor, at which time:
(a) each time such Eurocurrency Ratable Advance Advance, if denominated in Dollars shall be automatically converted into a an Alternate Base Rate Advance or, if denominated in a Committed CurrencyEuro, be exchanged for an Equivalent amount of Dollars and converted into an Alternate Base Rate Advance, unless (xa) such Eurocurrency Ratable Advance is or was prepaid repaid in accordance with Section 2.08 2.7 or (yb) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period; and
(b) each such Eurocurrency Ratable Advance denominated in an Agreed Currency other than Dollars shall continue as a Eurocurrency Ratable Advance in the same Agreed Currency with a Eurocurrency Interest Period of one month unless (x) such Eurocurrency Ratable Advance is or was prepaid in accordance with Section 2.08 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Eurocurrency Interest Period, such Eurocurrency Ratable Advance continue as a Eurocurrency Ratable Advance for the same or another Eurocurrency Interest Period. Subject to the terms of Section 2.072.6, the applicable Borrower may elect from time to time to convert all or any part of an Alternate Base Rate Advance into a Eurocurrency Advance denominated in Dollars. Subject to the payment of any funding indemnification amounts required by Section 3.4, the applicable Borrower may elect from time to time to convert all or any part of a Ratable Eurocurrency Advance of any Type into any other Type or Types of Advances denominated in the same or any other Agreed Currency; provided that any conversion of any Eurocurrency Ratable Advance made on any day other than the last day of the Eurocurrency Interest Period applicable thereto shall be subject to Section 2.22Dollars into an Alternate Base Rate Advance. The applicable Borrower shall give the Administrative Agent irrevocable notice (a “Conversion/Continuation Notice”) of each (x) conversion of an Alternate Base Rate Advance into a Eurocurrency Advance or the continuation of a Eurocurrency Advance as a new Eurocurrency Advance not later than 11:00 a.m. (New York time) at least three (3) Business Days prior to the date of the requested conversion or continuation and (y) conversion of a Eurocurrency Ratable Advance or continuation of a Eurocurrency Ratable Advance into an Alternate Base Rate Advance, not later than 10:00 a.m. 12:00 p.m. (Chicago New York time) at least one on the date of the requested conversion, in each case specifying:
(a) the requested date of such conversion or continuation, which shall be a Business Day, in ;
(b) the case aggregate amount and Type of a conversion the Advance which is to be converted or continued; and
(c) the amount and Type(s) of Advance(s) into a Base Rate which such Advance is to be converted or three Business Dayscontinued and, in the case of a conversion into or continuation of a Eurocurrency Ratable Advance, prior to the date duration of the requested conversion or continuation, specifying:
(i) the requested date, which shall be a Business Day, of such conversion or continuation,
(ii) the aggregate amount and Type of the Ratable Advance which is to be converted or continued, and
(iii) the Agreed Currency of any Ratable Advance which is to be converted into or continued as a Eurocurrency Ratable Advance and the Eurocurrency Interest Period applicable thereto. A Conversion/Continuation Notice may, if it so specifies, apply which shall end on or prior to only a portion of the aggregate principal amount of the relevant Advances; provided that (A) such portion is allocated ratably among the Loans comprising such Advance and (B) the portion to which such Conversion/Continuation Notice applies, and the remaining portion to which it does not apply, are each at least $10,000,000 (or, in the case of Loans that are Eurocurrency Ratable Loans, the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), in each case unless such portion is comprised of Base Rate Loanslatest Facility Termination Date.
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Samples: Five Year Credit Agreement (Aon PLC)