Additional Provisions Regarding LIBOR Loans. (i) Borrower may from time to time submit in writing a request that any existing LIBOR Loan continue for an additional Interest Period or convert to a Prime Rate Loan. Each written request for a continuation of a LIBOR Loan shall be substantially in the form of a LIBOR Loan Continuation Certificate substantially in the form of Exhibit F, with appropriate insertions, which shall be duly executed by a Responsible Officer. Each written request for a conversion from a LIBOR Loan to a Prime Rate Loan shall be substantially in the form of the Payment/Advance Form attached as Exhibit C. Subject to the terms and conditions contained herein, after Bank’s receipt of such a request from Borrower, such LIBOR Loan shall continue or convert, as the case may be provided that: i. In the case of any request for the continuation of a LIBOR Loan, no Event of Default or event which with notice or passage of time or both would constitute an Event of Default exists; ii. no party hereto shall have sent any notice of termination of this Agreement; iii. Borrower shall have complied with such reasonable and customary procedures as Bank has established from time to time for requests for LIBOR Loans and provided written notice thereof to Borrower at least 1 Business Day prior to the date of the request for such LIBOR Loan; iv. the amount of a LIBOR Loan shall be at least $500,000; v. Bank shall have determined that the Interest Period or LIBOR is available to Bank as of the date of the request for such LIBOR Loan; and vi. such request for a LIBOR Loan shall be delivered to Bank by 3:00 p.m. Pacific time at least 3 Business Days prior to the proposed date of the requested LIBOR Loan. Any request by Borrower to continue any existing LIBOR Loan shall be irrevocable. Notwithstanding anything to the contrary contained herein, Bank shall not be required to purchase United States Dollar deposits in the London interbank market or other applicable LIBOR market to fund any LIBOR Loan, but the provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund such LIBOR Loan. (ii) At no time shall more than five (5) different Interest Periods be outstanding under this Agreement. (iii) Any LIBOR Loan shall automatically continue for the same Interest Period upon the last day of the applicable Interest Period, unless Bank has received and approved a complete and proper request to continue such LIBOR Loan for a different Interest Period by 3:00 p.m. Pacific time on the last day of the applicable Interest Period in accordance with the terms hereof. Borrower shall pay to Bank, upon demand by Bank, any amounts required to compensate Bank for any loss, cost or expense incurred by Bank, as a result of the conversion of any LIBOR Loan to a Prime Rate Loan on a day that is not the last day of the applicable Interest Period. (iv) If for any reason (including voluntary or mandatory prepayment or acceleration), Bank receives all or part of the principal amount of a LIBOR Loan prior to the last day of the Interest Period for such LIBOR Loan, Borrower shall on demand by Bank, pay Bank the amount (if any) by which (i) the additional interest which would have been payable on the amount so received had it not been received until the last day of such Interest Period or term exceeds (ii) the interest that would have been recoverable by Bank by placing the amount so received on deposit in the certificate of deposit markets or the offshore currency interbank markets or United States Treasury investment products, as the case may be, for a period starting on the date on which it was so received and ending on the last day of such Interest Period or term at the interest rate determined by Bank. (v) If Bank shall have determined in good faith that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining LIBOR for such Interest Period, Bank shall give email or telephonic notice (promptly confirmed in writing) thereof to Borrower. If such notice is given (x) Borrower may revoke any Payment/Advance Form or LIBOR Loan Continuation Certificate then submitted by it, and (y) if Borrower does not revoke such notice, Bank shall make, convert or continue the Advance, as proposed by the Borrower, in the amount specified in the applicable Payment/Advance Form or LIBOR Loan Continuation Certificate, but such Advance shall be made, converted or continued as a Prime Rate Loan. Until such notice has been withdrawn by Bank, no further LIBOR Loans shall be made or continued as such, nor shall Borrower have the right to convert Advances to LIBOR Loans.
Appears in 4 contracts
Samples: Loan and Security Agreement (NTN Buzztime Inc), Loan and Security Agreement (NTN Buzztime Inc), Loan and Security Agreement (NTN Buzztime Inc)
Additional Provisions Regarding LIBOR Loans. (i) Borrower may from time to time submit in writing a request that any existing LIBOR Loan continue for an additional Interest Period or convert to a Prime Rate Loan. Each written request for a continuation of a LIBOR Loan shall be substantially in the form of a LIBOR Loan Continuation Certificate substantially in the form of Exhibit FE, with appropriate insertions, which shall be duly executed by a Responsible Officer. Each written request for a conversion from a LIBOR Loan to a Prime Rate Loan shall be substantially in the form of the PaymentLoan Conversion/Advance Paydown Form attached as Exhibit C. Subject to the terms and conditions contained herein, after Bank’s receipt of such a request from Borrower, such LIBOR Loan shall continue or convert, as the case may be provided that:
i. In the case of any request for the continuation of a LIBOR Loan, no Event of Default or event which with notice or passage of time or both would constitute an Event of Default exists;
ii. no neither party hereto shall have sent any notice of termination of this Agreement;
iii. Borrower shall have complied with such reasonable and customary procedures as Bank has established from time to time for requests for LIBOR Loans and provided written notice thereof to Borrower at least 1 one (1) Business Day prior to the date of the request for such LIBOR Loan;
iv. the amount of a LIBOR Loan shall be at least Five Hundred Thousand Dollars ($500,000);
v. Bank shall have determined that the Interest Period or LIBOR is available to Bank as of the date of the request for such LIBOR Loan; and
vi. such request for a LIBOR Loan shall be delivered to Bank by 3:00 p.m. Pacific time at least 3 three (3) Business Days prior to the proposed date of the requested LIBOR Loan. Any request by Borrower to continue any existing LIBOR Loan shall be irrevocable. Notwithstanding anything to the contrary contained herein, Bank shall not be required to purchase United States Dollar deposits in the London interbank market or other applicable LIBOR market to fund any LIBOR Loan, but the provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund such LIBOR Loan.
(ii) At no time shall more than five (5) different Interest Periods be outstanding under this Agreement.
(iii) Any LIBOR Loan shall automatically continue for the same Interest Period upon the last day of the applicable Interest Period, unless Bank has received and approved a complete and proper request to continue such LIBOR Loan for a different Interest Period by 3:00 p.m. Pacific time on the last day of the applicable Interest Period in accordance with the terms hereof. Borrower shall pay to Bank, upon demand by Bank, any amounts required to compensate Bank for any loss, cost or expense incurred by Bank, as a result of the conversion of any LIBOR Loan to a Prime Rate Loan on a day that is not the last day of the applicable Interest Period.
(iv) If for any reason (including voluntary or mandatory prepayment or acceleration), Bank receives all or part of the principal amount of a LIBOR Loan prior to the last day of the Interest Period for such LIBOR Loan, Borrower shall on demand by Bank, pay Bank the amount (if any) by which (i) the additional interest which would have been payable on the amount so received had it not been received until the last day of such Interest Period or term exceeds (ii) the interest that would have been recoverable by Bank by placing the amount so received on deposit in the certificate of deposit markets or the offshore currency interbank markets or United States Treasury investment products, as the case may be, for a period starting on the date on which it was so received and ending on the last day of such Interest Period or term at the interest rate determined by Bank.
(v) If Bank shall have determined in good faith that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining LIBOR for such Interest Period, Bank shall give email or telephonic notice (promptly confirmed in writing) thereof to Borrower. If such notice is given (x) Borrower may revoke any Payment/Advance Form or LIBOR Loan Continuation Certificate then submitted by it, and (y) if Borrower does not revoke such notice, Bank shall make, convert or continue the AdvanceTerm Loan principal, as proposed by the Borrower, in the amount specified in the applicable Payment/Advance Form or LIBOR Loan Continuation Certificate, but such Advance Term Loan principal shall be made, converted or continued as a Prime Rate Loan. Until such notice has been withdrawn by Bank, no further LIBOR Loans shall be made or continued as such, nor shall Borrower have the right to convert Advances any Term Loan principal to LIBOR Loans.
Appears in 1 contract
Additional Provisions Regarding LIBOR Loans. (a) Borrower may select a LIBOR Rate with respect to all or any portion of the Loans as provided in this Section 3.2; provided, however, that (i) Borrower may from time to time submit in writing a request that any existing LIBOR Loan continue for an additional Interest Period or convert to a Prime Rate Loan. Each written request for a continuation of a each LIBOR Loan shall be substantially in the form of a LIBOR Loan Continuation Certificate substantially in the form of Exhibit F, with appropriate insertions, which shall be duly executed by a Responsible Officer. Each written request for a conversion from a LIBOR Loan to a Prime Rate Loan shall be substantially in the form of the Payment/Advance Form attached as Exhibit C. Subject to the terms and conditions contained herein, after Bank’s receipt of such a request from Borrower, such LIBOR Loan shall continue or convert, as the case may be provided that:
i. In the case of any request for the continuation of a LIBOR Loan, no Event of Default or event which with notice or passage of time or both would constitute an Event of Default exists;
ii. no party hereto shall have sent any notice of termination of this Agreement;
iii. Borrower shall have complied with such reasonable and customary procedures as Bank has established from time to time for requests for LIBOR Loans and provided written notice thereof to Borrower at least 1 Business Day prior to the date of the request for such LIBOR Loan;
iv. the principal amount of a LIBOR Loan shall be at least not less than One Million Dollars ($500,000;
v. Bank shall have determined that the Interest Period or LIBOR is available to Bank as 1,000,000) (and, if greater than One Million Dollars ($1,000,000), in integral multiples of the date of the request for such LIBOR Loan; and
vi. such request for a LIBOR Loan shall be delivered to Bank by 3:00 p.m. Pacific time at least 3 Business Days prior to the proposed date of the requested LIBOR Loan. Any request by Borrower to continue any existing LIBOR Loan shall be irrevocable. Notwithstanding anything to the contrary contained hereinOne Hundred Thousand Dollars ($100,000)), Bank shall not be required to purchase United States Dollar deposits in the London interbank market or other applicable LIBOR market to fund any LIBOR Loan, but the provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund such LIBOR Loan.
(ii) At no time shall more than five (5) different Interest LIBOR Periods may be in existence at any one time, and (iii) Borrower may not select a LIBOR Rate for a Loan if there exists a Default or Event of Default. Borrower shall select LIBOR Periods with respect to LIBOR Loans so that no LIBOR Period expires after the end of the Original Term, or if extended pursuant to Section 3.3, any Renewal Term. With respect to a LIBOR Loan, the Borrowing Notice shall be delivered to Agent not later than two (2) Business Days before the proposed borrowing date referenced therein. An outstanding under Base Rate Loan may be converted to a LIBOR Loan at any time subject to the provisions of this AgreementSection 3.2.
(iiib) Any Each LIBOR Loan shall automatically continue for bear interest from and including the same Interest first day of the LIBOR Period upon applicable thereto (but not including the last day of such LIBOR Period) at the interest rate determined as applicable Interest Periodto such LIBOR Loan, unless Bank has received and approved a complete and proper request to continue but interest on such LIBOR Loan shall be payable as provided in Section 3.6. If at the end of an LIBOR Period for an outstanding LIBOR Loan, Borrower has failed to deliver to Lender a different Interest Period by 3:00 p.m. Pacific time new Borrowing Notice with respect to such LIBOR Loan or to pay such LIBOR Loan, then such LIBOR Loan shall be converted to a Base Rate Loan on and after the last day of such LIBOR Period and shall remain a Base Rate Loan until paid or until the effective date of a new Borrowing Notice with respect thereto.
(c) If a Lender determines that maintenance of any of its portion of LIBOR Loans would violate any applicable Interest Period in accordance with law, rule, regulation or directive, whether or not having the terms hereof. Borrower force of law, such Lender shall pay to Bank, upon demand by Bank, any amounts required to compensate Bank for any loss, cost or expense incurred by Bank, as a result suspend the availability of its portion of LIBOR Loans (the conversion "Affected Portion") and require the Affected Portion of any LIBOR Loans outstanding to be repaid; or if such Lender determines that (i) deposits of a type or maturity appropriate to match fund the Affected Portion of LIBOR Loans are not available, or (ii) the LIBOR Rate does not accurately reflect the cost of making the Affected Portion of a LIBOR Loan, then such Lender shall promptly provide notice to Borrower of its decision to suspend Borrower's ability to make the Affected Portion of LIBOR Loans and/or require Borrower to repay the Affected Portion of LIBOR Loans and shall suspend the availability of the Affected Portion of LIBOR Loans after the date of any such determination.
(d) If any payment of a LIBOR Loan to a Prime Rate Loan occurs on a day that date which is not the last day of the applicable Interest LIBOR Period, whether because of acceleration, prepayment or otherwise, or a LIBOR Loan is not made on the date specified by Borrower because Borrower has not satisfied the conditions precedent to such LIBOR Loan contained in this Agreement or a Default or Event of Default has occurred and is continuing, Borrower will indemnify Lenders for any loss or cost incurred by it resulting therefrom, including without limitation any loss or cost in liquidating or employing deposits required to fund or maintain the LIBOR Loan.
(ive) If Agent shall deliver a written statement as to the amount due, if any, under Sections 3.2(c) or (d). Such written statement shall set forth in reasonable detail the calculations upon which Agent determined such amount and shall be final, conclusive and binding on Borrower in the absence of manifest error. Determination of amounts payable under such Sections in connection with a LIBOR Loan shall be calculated as though the affected Lender funded its portion of LIBOR Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the LIBOR Rate applicable to such Loan whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement shall be payable on demand after receipt by Borrower of the written statement.
(f) Borrower may prepay a LIBOR Loan only upon at least three (3) Business Days prior written notice to Agent (which notice shall be irrevocable). Borrower shall pay to Agent, upon request of Agent, such amount or amounts as shall be sufficient (in the reasonable opinion of Agent) to compensate Lenders for any reason loss, cost, or expense incurred as a result of: (including voluntary or mandatory prepayment or acceleration), Bank receives all or part of the principal amount i) any payment of a LIBOR Loan prior to on a date other than the last day of the Interest LIBOR Period for such LIBOR Loan; (ii) any failure by Borrower to borrow a LIBOR Loan on the date specified by Borrower's written notice; or (iii) any failure by Borrower to pay a LIBOR Loan on the date for payment specified in Borrower's written notice. Without limiting the foregoing, Borrower shall on demand by Bank, pay Bank to Agent for the benefit of Lenders a "yield maintenance fee" in an amount (if any) by which (i) computed as follows: the additional interest which would have been payable on the amount so received had it not been received until the last day of such Interest Period or term exceeds (ii) the interest that would have been recoverable by Bank by placing the amount so received on deposit in the certificate of deposit markets or the offshore currency interbank markets or current rate for United States Treasury investment productssecurities (bills on a discounted basis shall be converted to a bond equivalent) with a maturity date closest to the LIBOR Period chosen pursuant to the LIBOR Loan as to which the prepayment is made, as shall be subtracted from the case may be, for a period starting on the date on which it was so received and ending on the last day of such Interest Period or term LIBOR Rate in effect at the interest time of prepayment. If the result is zero or a negative number, there shall be no yield maintenance fee. If the result is a positive number, then the resulting percentage shall be multiplied by the amount of the principal balance being prepaid. The resulting amount shall be divided by 360 and multiplied by the number of days remaining in the LIBOR Period chosen pursuant to the LIBOR Loan as to which the prepayment is made. Said amount shall be reduced to present value calculated by using the above referenced United States Treasury securities rate determined by Bank.
(v) and the number of days remaining in the term chosen pursuant to the LIBOR Loan as to which prepayment is made. The resulting amount shall be the yield maintenance fee due to Agent for the benefit of Lenders upon the prepayment of a LIBOR Loan. If Bank shall have determined in good faith that, by reason of circumstances affecting an Event of Default, Agent or the relevant marketMajority Lenders elect to declare the Obligations to be immediately due and payable, adequate and reasonable means do not exist for ascertaining LIBOR for such Interest Period, Bank shall give email or telephonic notice (promptly confirmed in writing) thereof then any yield maintenance fee with respect to Borrower. If such notice is given (x) Borrower may revoke any Payment/Advance Form or a LIBOR Loan Continuation Certificate then submitted by it, shall become due and (y) if Borrower does not revoke such notice, Bank shall make, convert or continue the Advance, as proposed by the Borrower, payable in the amount specified in same manner as though the applicable Payment/Advance Form or LIBOR Loan Continuation Certificate, but Borrower had exercised such Advance shall be made, converted or continued as a Prime Rate Loan. Until such notice has been withdrawn by Bank, no further LIBOR Loans shall be made or continued as such, nor shall Borrower have the right to convert Advances to LIBOR Loansof prepayment.
Appears in 1 contract
Samples: Loan and Security Agreement (Cal Dive International Inc)
Additional Provisions Regarding LIBOR Loans. (i) Borrower may from time to time submit in writing a request that any existing LIBOR Loan continue for an additional Interest Period or convert to a Prime Rate Loan. Each written request for a continuation of a LIBOR Loan shall be substantially in the form of a LIBOR Loan Continuation Certificate substantially in the form of Exhibit FCertificate, with appropriate insertions, which shall be duly executed by a Responsible Officer. Each written request for a conversion from a LIBOR Loan to a Prime Rate Loan shall be substantially in the form of the PaymentLoan Advance/Advance Paydown Request Form attached as Exhibit C. D. Subject to the terms and conditions contained herein, after Bank’s receipt of such a request from Borrower, such LIBOR Loan shall continue or convert, as the case may be be, provided that:
i. a. In the case of any request for the continuation of a LIBOR Loan, no Event of Default or event which with notice or passage of time or both would constitute an Event of Default exists;
ii. b. no party hereto shall have sent any notice of termination of this Agreement;
iii. c. Borrower shall have complied with such reasonable and customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Loans and provided written notice thereof to Borrower at least 1 Business Day prior to the date of the request for such LIBOR LoanLoans;
iv. d. the amount of a LIBOR Loan shall be at least $500,000500,000 and in integral multiples of $100,000 in excess thereof;
v. e. Bank shall have determined that the Interest Period or LIBOR is available to Bank as of the date of the request for such LIBOR Loan; and
vi. f. such request for a LIBOR Loan shall be delivered to Bank by 3:00 p.m. 10:00 a.m. Pacific time at least 3 two (2) Business Days prior to the proposed date of the requested LIBOR Loan. Any request by Borrower to continue any existing LIBOR Loan shall be irrevocable. Notwithstanding anything to the contrary contained herein, Bank shall not be required to purchase United States Dollar deposits in the London interbank market or other applicable LIBOR market to fund any LIBOR Loan, but the provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund such LIBOR Loan.
(ii) At no time shall more than five (5) different Interest Periods be outstanding under this Agreement.
(iii) Any LIBOR Loan shall automatically continue for the same Interest Period upon the last day of the applicable Interest Period, unless Bank has received and approved a complete and proper request to continue such LIBOR Loan for a different Interest Period by 3:00 p.m. 10:00 a.m. Pacific time on the last day of the applicable Interest Period in accordance with the terms hereof. Any LIBOR Loan shall, at Bank’s option, convert to a Prime Rate Loan at the end of the applicable Interest Period in the event that an Event of Default shall occur and be continuing. Borrower shall pay to Bank, upon demand by Bank, any amounts required to compensate Bank for any lossloss (including loss of anticipated profits), cost or expense incurred by Bank, as a result of the conversion of any LIBOR Loan to a Prime Rate Loan on a day that is not pursuant to the last day of the applicable Interest Periodforegoing.
(iviii) If for any reason (including voluntary or mandatory prepayment or acceleration), Bank receives all or part of the principal amount of a LIBOR Loan prior to the last day of the Interest Period for such LIBOR Loan, Borrower shall on demand by Bank, pay Bank the amount (if any) by which (i) the additional interest which would have been payable on the amount so received had it not been received until the last day of such Interest Period or term exceeds (ii) the amount of interest that would have been recoverable by Bank by placing the amount so actually received on deposit in the certificate of deposit markets or the offshore currency interbank markets or United States Treasury investment products, as the case may be, for a period starting on through the date on which it was so received and ending on the last day of Borrower prepaid such Interest Period or term at the interest rate determined by BankLIBOR Loan.
(viv) If Bank shall have determined in good faith that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining LIBOR for such Interest Period, Bank shall give email or telephonic notice (promptly confirmed in writing) thereof to Borrower. If such notice is given (x) Borrower may revoke any Payment/Advance Form or LIBOR Loan Continuation Certificate then submitted by itrequested to be made on the first day of such Interest Period shall be made as a Prime Rate Loan, and (y) if Borrower does not revoke such notice, Bank shall make, convert or continue the Advance, as proposed by the Borrower, in the amount specified in the applicable Payment/Advance Form or any outstanding LIBOR Loan Continuation Certificate, but such Advance shall be madeconverted, converted or continued as on the last day of the then‑current Interest Period, to a Prime Rate Loan. Until such notice has been withdrawn by Bank, no further LIBOR Loans shall be made or continued as such, nor shall Borrower have the right to convert Advances Credit Extensions to LIBOR Loans.
(v) Notwithstanding anything to the contrary in this Agreement or any of the other Loan Documents, in the event that (i) LIBOR is permanently or indefinitely unavailable or unascertainable, or ceases to be published by the LIBOR administrator or its successor, (ii) the LIBOR administrator or its successor invokes its insufficient admissions policy, (iii) LIBOR is determined to be no longer representative by the regulatory supervisor of the administrator of LIBOR or by Bank in its sole discretion, (iv) LIBOR can no longer be lawfully relied upon in contracts of this nature by one or both of the parties, or (v) LIBOR does not accurately and fairly reflect the cost of making or maintaining the type of loans or advances under this Agreement and in any such case, such circumstances are unlikely to be temporary, then all references to the LIBOR-Based Rate, LIBOR and all similar or related references in the Loan Documents will instead be to a replacement rate determined by Bank in its sole judgment, including any adjustment to the replacement rate to reflect a different credit spread, term or other mathematical adjustment deemed necessary by the Bank in its sole judgment. Bank will provide reasonable notice to Borrower of such replacement rate, which will be effective on the date of the earliest event set forth in clauses (i)-(v) of this paragraph, as specified by Bank. If there is any ambiguity as to the date of occurrence of any such event, Bank’s judgment will be dispositive.
Appears in 1 contract
Samples: Loan and Security Agreement (Siebert Financial Corp)
Additional Provisions Regarding LIBOR Loans. (i) Borrower Borrowers may from time to time submit in writing a request that any existing LIBOR Loan continue for an additional Interest Period or convert to a Prime Rate Loan. Each written request for a continuation of a LIBOR Loan shall be substantially in the form of a LIBOR Loan Continuation Certificate substantially in the form of Exhibit F, with appropriate insertions, which shall be duly executed by a Responsible Officer. Each written request for a conversion from a LIBOR Loan to a Prime Rate Loan shall be substantially in the form of the PaymentLoan Advance/Advance Paydown Request Form attached as Exhibit C. Subject to the terms and conditions contained herein, after BankLender’s receipt of such a request from Borrower, such LIBOR Loan shall continue or convert, as the case may be be, provided that:
i. (A) In the case of any request for the continuation of a LIBOR Loan, no Event of Default or event which with notice or passage of time or both would constitute an Event of Default exists;
ii. (B) no party hereto shall have sent any notice of termination of this Agreement;
iii. Borrower (C) Borrowers shall have complied with such reasonable and customary procedures as Bank Lender has established from time to time for Borrower’s requests for LIBOR Loans and provided written notice thereof to Borrower at least 1 Business Day prior to the date of the request for such LIBOR LoanLoans;
iv. (D) the amount of a LIBOR Loan shall be at least $500,0001,000,000 and in integral multiples of $100,000 in excess thereof;
v. Bank (E) Lender shall have determined that the Interest Period or LIBOR is available to Bank Lender as of the date of the request for such LIBOR Loan; and
vi. (F) such request for a LIBOR Loan shall be delivered to Bank Lender by 3:00 p.m. 10:00 a.m. Pacific time at least 3 two (2) Business Days prior to the proposed date of the requested LIBOR Loan. Any request by Borrower Borrowers to continue any existing LIBOR Loan shall be irrevocable. Notwithstanding anything to the contrary contained herein, Bank Lender shall not be required to purchase United States Dollar deposits in the London interbank market or other applicable LIBOR market to fund any LIBOR Loan, but the provisions hereof shall be deemed to apply as if Bank Lender had purchased such deposits to fund such LIBOR Loan.
(ii) At no time shall more than five (5) different Interest Periods LIBOR Loans be outstanding under this Agreement.
(iii) Any LIBOR Loan shall automatically continue for the same Interest Period upon the last day of the applicable Interest Period, unless Bank Lender has received and approved a complete and proper request to continue such LIBOR Loan for a different Interest Period by 3:00 p.m. 10:00 a.m. Pacific time on the last day of the applicable Interest Period in accordance with the terms hereof. Borrower Any LIBOR Loan shall, at Lender’s option, convert to a Prime Rate Loan at the end of the applicable Interest Period in the event that an Event of Default shall occur and be continuing. Borrowers shall pay to BankLender, upon demand by BankLender, any amounts required to compensate Bank Lender for any loss, loss or documented cost or expense incurred by BankLender, as a result of the conversion of any LIBOR Loan to a Prime Rate Loan on a day that is not pursuant to the last day of the applicable Interest Periodforegoing.
(iv) If for any reason (including voluntary or mandatory prepayment or acceleration), Bank Lender receives all or part of the principal amount of a LIBOR Loan prior to the last day of the Interest Period for such LIBOR Loan, Borrower Borrowers shall on demand by BankLender, pay Bank Lender the amount (if any) by which (i) the additional interest which would have been payable on the amount so received had it not been received until the last day of such Interest Period or term exceeds (ii) the amount of interest that would have been recoverable by Bank by placing the amount so Lender actually received on deposit in the certificate of deposit markets or the offshore currency interbank markets or United States Treasury investment products, as the case may be, for a period starting on through the date on which it was so received and ending on the last day of Borrowers prepaid such Interest Period or term at the interest rate determined by BankLIBOR Loan.
(v) If Bank Lender shall have determined in good faith its Permitted Discretion that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining LIBOR for such Interest Period, Bank Lender shall give email or telephonic notice (promptly confirmed in writing) thereof to BorrowerBorrowers. If such notice is given (x) Borrower may revoke any Payment/Advance Form or LIBOR Loan Continuation Certificate then submitted by itrequested to be made on the first day of such Interest Period shall be made as a Prime Rate Loan, and (y) if Borrower does not revoke such notice, Bank shall make, convert or continue the Advance, as proposed by the Borrower, in the amount specified in the applicable Payment/Advance Form or any outstanding LIBOR Loan Continuation Certificate, but such Advance shall be madeconverted, converted or continued as on the last day of the then-current Interest Period, to a Prime Rate Loan. Until such notice has been withdrawn by BankLender, no further LIBOR Loans shall be made or continued as such, nor shall Borrower Borrowers have the right to convert Advances Credit Extensions to LIBOR Loans.
Appears in 1 contract
