Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) neither Borrower shall have sent any notice of termination of this Agreement; and (iii) the applicable Borrower shall have complied with such customary procedures as Bank has established from time to time for a Borrower’s requests for LIBOR Advances, either Borrower may, upon irrevocable written notice to Bank: (1) elect to convert on any Business Day, Prime Rate Advances made to such Borrower into LIBOR Advances(provided that such Borrower may only elect to convert Advances consisting of Prime Rate Advances into LIBOR Advances at times when a Streamline Period is in effect); (2) elect to continue on any Interest Payment Date any LIBOR Advances made to such Borrower maturing on such Interest Payment Date (provided that such Borrower may only elect to continue Advances consisting of LIBOR Advances at times when a Streamline Period is in effect); or (3) elect to convert on any Interest Payment Date any LIBOR Advances made to such Borrower maturing on such Interest Payment Date into Prime Rate Advances. (b) The applicable Borrower shall deliver a Notice of Conversion/Continuation by electronic mail via Bank’s online banking program to be received by Bank prior to 12:00 p.m. Pacific time (i) at least three (3) Business Days in advance of the Conversion Date or Continuation Date, if any Advances made to such Borrower are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances made to such Borrower are to be converted into Prime Rate Advances, in each case specifying the: (1) proposed Conversion Date or Continuation Date; (2) aggregate amount of the Advances to be converted or continued; (3) nature of the proposed conversion or continuation; and (4) if the resulting Advance is to be a LIBOR Advance, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to any LIBOR Advances made to a Borrower, such Borrower shall have timely failed to select a new Interest Period to be applicable to such LIBOR Advances or request to convert a LIBOR Advance into a Prime Rate Advance, such Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances. (d) Any LIBOR Advances made to a Borrower shall (i) convert into Prime Rate Advances in the event that Streamline Period ceases to be in effect and (ii) at Bank’s option, convert into Prime Rate Advances in the event that (A) an Event of Default exists, or (B) (1) the aggregate principal amount of the Prime Rate Advances which have been previously converted to LIBOR Advances, or the aggregate principal amount of existing LIBOR Advances continued, as the case may be, at the beginning of an Interest Period, plus (2) the face amount of any outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve), shall at any time during such Interest Period exceed the lesser of the Revolving Line, minus the aggregate outstanding principal amount of Advances made to the other Borrower, and minus the face amount of any outstanding Letters of Credit issued by Bank for the account of the other Borrower (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve) or (ii) the US Borrower Borrowing Base or the Swiss Borrower Borrowing Base (as applicable for such Borrower). The applicable Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit the Designated Deposit Account of such Borrower or any other account such Borrower maintains with Bank) any amounts required to compensate Bank for any loss (including loss of anticipated profits), cost, or expense incurred by Bank as set forth in Section 3.6(c), as a result of the conversion of LIBOR Advances to Prime Rate Advances pursuant to this Section 3.5(d). (e) Notwithstanding anything to the contrary contained herein, Bank shall not be required to purchase Dollar deposits in the London interbank market or other applicable LIBOR market to fund any LIBOR Advances, but the provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund the LIBOR Advances.
Appears in 1 contract
Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) neither Borrower Borrowers shall not have sent any notice of termination of this Agreement; and (iii) the applicable Borrower Borrowers shall have complied with such customary procedures as Bank has established from time to time for a Borrower’s requests for LIBOR Advances, either Administrative Borrower or Singapore Borrower, as applicable, may, upon irrevocable written notice to Bank:
(1) elect to convert on any Business Day, Prime Rate Advances made to such Borrower into LIBOR Advances(provided that such Borrower may only elect to convert Advances consisting of Prime Rate Advances into LIBOR Advances at times when a Streamline Period is in effect)Advances;
(2) elect to continue on any Interest Payment Date any LIBOR Advances made to such Borrower maturing on such Interest Payment Date (provided that such Borrower may only elect to continue Advances consisting of LIBOR Advances at times when a Streamline Period is in effect)Date; or
(3) elect to convert on any Interest Payment Date any LIBOR Advances made to such Borrower maturing on such Interest Payment Date into Prime Rate Advances.
(b) The applicable Either Administrative Borrower or Singapore Borrower, as applicable, shall deliver a Notice of Conversion/Continuation by electronic mail via Bank’s online banking program to be received by Bank prior to 12:00 p.m. Pacific time (i) at least three (3) Business Days in advance of the Conversion Date or Continuation Date, if any Advances made to such Borrower are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances made to such Borrower are to be converted into Prime Rate Advances, in each case specifying the:
(1) proposed Conversion Date or Continuation Date;
(2) aggregate amount of the Advances to be converted or continued;
(3) nature of the proposed conversion or continuation; and
(4) if the resulting Advance is to be a LIBOR Advance, the duration of the requested Interest Period.
(c) If upon the expiration of any Interest Period applicable to any LIBOR Advances made to a BorrowerAdvances, such the applicable Borrower shall have timely failed to select a new Interest Period to be applicable to such LIBOR Advances or request to convert a LIBOR Advance into a Prime Rate Advance, such Borrower shall be deemed to have elected (i) for any such Dollar Advances, to convert such LIBOR Advances into Prime Rate Advances, and (ii) for any such Optional Currency Advances, to, at Bank’s option, (A) renew such Optional Currency Advance as a one (1) month LIBOR Advance or (B) repay such Optional Currency Advance.
(d) Any LIBOR Advances made to a Borrower shall (i) convert into Prime Rate Advances in the event that Streamline Period ceases to be in effect and (ii) shall, at Bank’s option, convert into Prime Rate Advances in the event that (Ai) an Event of Default exists, or (B) (1ii) the aggregate principal amount of the Prime Rate Advances which have been previously converted to LIBOR Advances, or the aggregate principal amount of existing LIBOR Advances continued, as the case may be, at the beginning of an Interest Period, plus (2) the face amount of any outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve), Period shall at any time during such Interest Period exceed exceeds the lesser of the Revolving Line, minus the aggregate outstanding principal amount of Advances made to the other Borrower, and minus the face amount of any outstanding Letters of Credit issued by Bank for the account of the other Borrower (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve) or (ii) the US Borrower Borrowing Base Line or the Swiss Borrower Borrowing Base (as applicable for such Borrower)Base. The applicable Borrower agrees Borrowers agree to pay Bank, upon demand by Bank (or Bank may, at its option, debit the Designated Deposit Account of such Borrower or any other account such Borrower maintains Borrowers maintain with Bank) any amounts required to compensate Bank for any loss (including loss of anticipated profits), cost, or expense incurred by Bank as set forth in Section 3.6(c)Bank, as a result of the conversion of LIBOR Advances to Prime Rate Advances pursuant to this Section 3.5(d3.6(d); provided that any payments made by Singapore Borrower pursuant to this Section 3.6(d) shall only be for any loss, cost or expense incurred by Bank related to the Singapore Utilization.
(e) Notwithstanding anything to the contrary contained herein, Bank shall not be required to purchase Dollar deposits in the London interbank market or other applicable LIBOR market to fund any LIBOR Advances, but the provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund the LIBOR Advances.
Appears in 1 contract
Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) neither Borrower shall not have sent any notice of termination of this Agreement; and (iii) the applicable Borrower shall have complied with such customary procedures as Bank has established from time to time for a Borrower’s requests for LIBOR Advances, either Borrower may, upon irrevocable written notice to Bank:
(1) elect to convert on any Business Day, Prime Rate Advances made to such Borrower into LIBOR Advances(provided that such Borrower may only elect to convert Advances consisting of Prime Rate Advances into LIBOR Advances at times when a Streamline Period is in effect)Advances;
(2) elect to continue on any Interest Payment Date any LIBOR Advances made to such Borrower maturing on such Interest Payment Date (provided that such Borrower may only elect to continue Advances consisting of LIBOR Advances at times when a Streamline Period is in effect)Date; or
(3) elect to convert on any Interest Payment Date any LIBOR Advances made to such Borrower maturing on such Interest Payment Date into Prime Rate Advances.
(b) The applicable Borrower shall deliver a Notice of Conversion/Continuation by electronic mail via Bank’s online banking program to be received by Bank prior to 12:00 p.m. Pacific time (i) at least three (3) Business Days in advance of the Conversion Date or Continuation Date, if any Advances made to such Borrower are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances made to such Borrower are to be converted into Prime Rate Advances, in each case specifying the:
(1) proposed Conversion Date or Continuation Date;
(2) aggregate amount of the Advances to be converted or continued;
(3) nature of the proposed conversion or continuation; and
(4) if the resulting Advance is to be a LIBOR Advance, the duration of the requested Interest Period.
(c) If upon the expiration of any Interest Period applicable to any LIBOR Advances made to a BorrowerAdvances, such Borrower shall have timely failed to select a new Interest Period to be applicable to such LIBOR Advances or request to convert a LIBOR Advance into a Prime Rate Advance, such Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances.
(d) Any LIBOR Advances made to a Borrower shall (i) convert into Prime Rate Advances in the event that Streamline Period ceases to be in effect and (ii) shall, at Bank’s option, convert into Prime Rate Advances in the event that (Ai) an Event of Default existsexists and has not been cured, or (B) (1ii) the aggregate principal amount of the Prime Rate Advances which have been previously converted to LIBOR Advances, or the aggregate principal amount of existing LIBOR Advances continued, as the case may be, at the beginning of an Interest Period, plus (2) the face amount of any outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve), Period shall at any time during such Interest Period exceed exceeds the lesser of the Revolving Line, minus the aggregate outstanding principal amount of Advances made to the other Borrower, and minus the face amount of any outstanding Letters of Credit issued by Bank for the account of the other Borrower (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve) or (ii) the US Borrower Borrowing Base Line or the Swiss Borrower Borrowing Base (as applicable for such Borrower)Base. The applicable Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit the Designated Deposit Account of such Borrower or any other account such Borrower maintains with Bank) any amounts required to compensate Bank for any loss (including excluding loss of anticipated profits), cost, or expense incurred by Bank as set forth in Section 3.6(c)Bank, as a result of the conversion of LIBOR Advances to Prime Rate Advances pursuant to this Section 3.5(d3.6(d).
(e) Notwithstanding anything to the contrary contained herein, Bank shall not be required to purchase Dollar deposits in the London interbank market or other applicable LIBOR market to fund any LIBOR Advances, but the provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund the LIBOR Advances.
2.10 Section 3.7 (
Appears in 1 contract
Samples: Loan and Security Agreement (Rubicon Project, Inc.)
Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) neither Borrower Borrowers shall not have sent any notice of termination of this Agreement; and (iii) the applicable Borrower Borrowers shall have complied with such customary procedures as Bank has established from time to time for a Borrower’s requests for LIBOR Advances, either Administrative Borrower or Singapore Borrower, as applicable, may, upon irrevocable written notice to Bank:
(1) elect to convert on any Business Day, Prime Rate Advances made to such Borrower into LIBOR Advances(provided that such Borrower may only elect to convert Advances consisting of Prime Rate Advances into LIBOR Advances at times when a Streamline Period is in effect)Advances;
(2) elect to continue on any Interest Payment Date any LIBOR Advances made to such Borrower maturing on such Interest Payment Date (provided that such Borrower may only elect to continue Advances consisting of LIBOR Advances at times when a Streamline Period is in effect)Date; or
(3) elect to convert on any Interest Payment Date any LIBOR Advances made to such Borrower maturing on such Interest Payment Date into Prime Rate Advances.
(b) The applicable Either Administrative Borrower or Singapore Borrower, as applicable, shall deliver a Notice of Conversion/Continuation by electronic mail via Bank’s online banking program to be received by Bank prior to 12:00 p.m. Pacific time (i) at least three (3) Business Days in advance of the Conversion Date or Continuation Date, if any Advances made to such Borrower are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances made to such Borrower are to be converted into Prime Rate Advances, in each case specifying the:
(1) proposed Conversion Date or Continuation Date;
(2) aggregate amount of the Advances to be converted or continued;
(3) nature of the proposed conversion or continuation; and
(4) if the resulting Advance is to be a LIBOR Advance, the duration of the requested Interest Period.
(c) If upon the expiration of any Interest Period applicable to any LIBOR Advances made to a BorrowerAdvances, such the applicable Borrower shall have timely failed to select a new Interest Period to be applicable to such LIBOR Advances or request to convert a LIBOR Advance into a Prime Rate Advance, such Borrower shall be deemed to have elected (i) for any such Dollar Advances, to convert such LIBOR Advances into Prime Rate Advances, and (ii) for any such Optional Currency Advances, to, at Bank’s option, (A) renew such Optional Currency Advance as a one (1) month LIBOR Advance or (B) repay such Optional Currency Advance.
(d) Any LIBOR Advances made to a Borrower shall (i) convert into Prime Rate Advances in the event that Streamline Period ceases to be in effect and (ii) shall, at Bank’s option, convert into Prime Rate Advances in the event that (Ai) an Event of Default exists, or (B) (1ii) the aggregate principal amount of the Prime Rate Advances which have been previously converted to LIBOR Advances, or the aggregate principal amount of existing LIBOR Advances continued, as the case may be, at the beginning of an Interest Period, plus (2) the face amount of any outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve), Period shall at any time during such Interest Period exceed exceeds the lesser of the Revolving Line, minus the aggregate outstanding principal amount of Advances made to the other Borrower, and minus the face amount of any outstanding Letters of Credit issued by Bank for the account of the other Borrower (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve) or (ii) the US Borrower Borrowing Base Line or the Swiss Borrower Borrowing Base (as applicable for such Borrower)Base. The applicable Borrower agrees Borrowers agree to pay Bank, upon demand by Bank (or Bank may, at its option, debit the Designated Deposit Account of such Borrower or any other account such Borrower maintains Borrowers maintain with Bank) any amounts required to compensate Bank for any loss (including loss of anticipated profits), cost, or expense incurred by Bank as set forth in Section 3.6(c)Bank, as a result of the conversion of LIBOR Advances to Prime Rate Advances pursuant to this Section 3.5(d); provided that any payment made by Singapore Borrower pursuant to this Section 3.5(d) shall only be for any loss, cost or expense incurred by Bank related to the Singapore Utilization.
(e) Notwithstanding anything to the contrary contained herein, Bank shall not be required to purchase Dollar deposits in the London interbank market or other applicable LIBOR market to fund any LIBOR Advances, but the provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund the LIBOR Advances.
Appears in 1 contract
Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) neither Borrower shall not have sent any notice of termination of this Agreement; and (iii) the applicable Borrower shall have complied with such customary procedures as Bank Lender has established from time to time for a Borrower’s requests for LIBOR Advances, either Borrower may, upon irrevocable written notice to Bank:Lender,
(1i) elect to convert on any Business Day, Prime Rate Advances made in an amount equal to such Borrower $100,000 or any integral multiple of $100,000 in excess thereof into LIBOR Advances(provided that such Borrower may only elect to convert Advances consisting of Prime Rate Advances into LIBOR Advances at times when a Streamline Period is in effect)Advances;
(2ii) elect to continue on any Interest Payment Date any LIBOR Advances made to such Borrower maturing on such Interest Payment Date (provided or any part thereof in an amount equal to $100,000 or any integral multiple of $100,000 in excess thereof); provided, that such Borrower may only elect to continue Advances consisting if the aggregate amount of LIBOR Advances at times when a Streamline Period is in effect)shall have been reduced, by payment, prepayment, or conversion of part thereof, to be less than $100,000, such LIBOR Advances shall automatically convert into Prime Rate Advances, and on and after such date the right of Borrower to continue such Advances as, and convert such Advances into, LIBOR Advances shall terminate; or
(3iii) elect to convert on any Interest Payment Date any LIBOR Advances made to such Borrower maturing on such Interest Payment Date (or any part thereof in an amount equal to $100,000 or any integral multiple of $100,000 in excess thereof) into Prime Rate Advances.
(b) The applicable Borrower shall deliver a Notice of Conversion/Continuation by electronic mail via Bank’s online banking program in accordance with Section 10 to be received by Bank Lender prior to 12:00 p.m. 11:00 a.m. Pacific time at least (i) at least three (3) Business Days in advance of the Conversion Date or Continuation Date, if any Advances made to such Borrower are to be converted into or continued as LIBOR Advances; and (ii) on one (1) Business Day in advance of the Conversion Date, if any Advances made to such Borrower are to be converted into Prime Rate Advances, in each case specifying the:
(1i) proposed Conversion Date or Continuation Date;
(2ii) aggregate amount of the Advances to be converted or continuedcontinued which, if any Advances are to be converted into or continued as LIBOR Advances, shall be in an aggregate minimum principal amount of $100,000 or in any integral multiple of $100,000 in excess thereof;
(3iii) nature of the proposed conversion or continuation; and
(4iv) if the resulting Advance is to be a LIBOR Advance, the duration of the requested Interest Period.
(c) If upon the expiration of any Interest Period applicable to any LIBOR Advances made to a BorrowerAdvances, such Borrower shall have timely failed to select a new Interest Period to be applicable to such LIBOR Advances, then at Lender’s option, (i) Borrower shall be deemed to have selected the same Interest Period or a one-month Interest Period to apply to those LIBOR Advances or request to convert a LIBOR Advance into a Prime Rate Advance, such (ii) Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances.
(d) Any LIBOR Advances made to a Borrower shall (i) convert into Prime Rate Advances in the event that Streamline Period ceases to be in effect and (ii) shall, at BankLender’s option, convert into Prime Rate Advances in the event that (Ai) an Event of Default existsshall exist, or (B) (1ii) the aggregate principal amount of the Prime Rate Advances which have been previously converted to LIBOR Advances, or the aggregate principal amount of existing LIBOR Advances continued, as the case may be, at the beginning of an Interest Period, plus (2) the face amount of any outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve), Period shall at any time during such Interest Period exceed the lesser of the Revolving Line, minus the aggregate outstanding principal amount of Advances made to the other Borrower, and minus the face amount of any outstanding Letters of Credit issued by Bank for the account of the other Borrower (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve) or (ii) the US Borrower Borrowing Base or the Swiss Borrower Borrowing Base (as applicable for such Borrower)Availability Amount. The applicable Borrower agrees to pay BankLender, upon demand by Bank Lender (or Bank Lender may, at its option, debit charge the Designated Deposit Account of such Borrower or any other account such Borrower maintains with BankLender) any amounts required to compensate Bank Lender for any loss (including loss of anticipated profits), cost, or expense incurred by Bank as set forth in Section 3.6(c)Lender, as a result of the conversion of LIBOR Advances to Prime Rate Advances pursuant to this Section 3.5(d)Advances.
(e) 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 Advances, but the provisions hereof shall be deemed to apply as if Bank Lender had purchased such deposits to fund the LIBOR Advances.
Appears in 1 contract
Samples: Loan and Security Agreement (Energy Recovery, Inc.)
Conversion and Continuation Elections. (a) 4.1 So long as (i) no Event of Default or Default exists; (ii) neither Borrower shall not have sent any notice of termination of this the Loan Agreement; and (iii) the applicable Borrower shall have complied with such customary procedures as Bank has established from time to time for a Borrower’s requests for LIBOR Advances, either Borrower may, upon irrevocable written notice to Bank:
(1) 4.1.1 elect to convert on any Business Day, Prime Rate Advances made to such Borrower into LIBOR Advances(provided that such Borrower may only elect to convert Advances consisting of Prime Rate Advances into LIBOR Advances at times when a Streamline Period is in effect)Advances;
(2) 4.1.2 elect to continue on any Interest Payment Date any LIBOR Advances made to such Borrower maturing on such Interest Payment Date (provided that such Borrower may only elect to continue Advances consisting of LIBOR Advances at times when a Streamline Period is in effect)Date; or
(3) 4.1.3 elect to convert on any Interest Payment Date any LIBOR Advances made to such Borrower maturing on such Interest Payment Date into Prime Rate Advances.
(b) The applicable 4.2 Borrower shall deliver a Notice of Conversion/Continuation by electronic mail via Bank’s online banking program to be received by Bank prior to 12:00 p.m. Pacific time (i) at least three (3) Business Days in advance of the Conversion Date or Continuation Date, if any Advances made to such Borrower are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances made to such Borrower are to be converted into Prime Rate Advances, in each case specifying the:
(1) 4.2.1 proposed Conversion Date or Continuation Date;
(2) 4.2.2 aggregate amount of the Advances to be converted or continued;
(3) 4.2.3 nature of the proposed conversion or continuation; and
(4) if the resulting Advance is to be a LIBOR Advance, the 4.2.4 duration of the requested Interest Period.
(c) 4.3 If upon the expiration of any Interest Period applicable to any LIBOR Advances made to a BorrowerAdvances, such Borrower shall have timely failed to select a new Interest Period to be applicable to such LIBOR Advances or request to convert a LIBOR Advance into a Prime Rate AdvanceAdvances, such Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances.
(d) 4.4 Any LIBOR Advances made to a Borrower shall (i) convert into Prime Rate Advances in the event that Streamline Period ceases to be in effect and (ii) shall, at Bank’s option, convert into Prime Rate Advances in the event that (Ai) an Event of Default existsor Default shall exist, or (B) (1ii) the aggregate principal amount of the Prime Rate Advances which have been previously converted to LIBOR Advances, or the aggregate principal amount of existing LIBOR Advances continued, as the case may be, at the beginning of an Interest Period, plus (2) the face amount of any outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve), Period shall at any time during such Interest Period exceed the lesser of the Revolving Line, minus the aggregate outstanding principal amount of Advances made to the other Borrower, and minus the face amount of any outstanding Letters of Credit issued by Bank for the account of the other Borrower (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve) or (ii) the US Borrower Borrowing Base or the Swiss Borrower Borrowing Base (as applicable for such Borrower). The applicable Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit charge the Designated Deposit Account of such Borrower or any other account such Borrower maintains with Bank) any amounts required to compensate Bank for any loss (including loss of anticipated profits), cost, or expense incurred by Bank as set forth in Section 3.6(c)Bank, as a result of the conversion of LIBOR Advances to Prime Rate Advances pursuant to this Section 3.5(d)any of the foregoing.
(e) 4.5 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 Advances, but the provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund the LIBOR Advances.
Appears in 1 contract
Samples: Loan and Security Agreement (Axcelis Technologies Inc)
Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) neither Borrower shall not have sent any notice of termination of this Agreement; and (iii) the applicable Borrower shall have complied with such customary procedures as Bank has established from time to time for a Borrower’s requests for LIBOR Advances, either Borrower may, upon irrevocable written notice to Bank:
(1i) elect to convert on any Business Day, Prime Rate Advances made to such Borrower into LIBOR Advances(provided that such Borrower may only elect to convert Advances consisting of Prime Rate Advances into LIBOR Advances at times when a Streamline Period is in effect)Advances;
(2ii) elect to continue on the expiration of any Interest Payment Date Period any LIBOR Advances made to such Borrower maturing on such Interest Payment Date (provided that such Borrower may only elect to continue Advances consisting of LIBOR Advances at times when a Streamline Period is in effect)Advances; or
(3iii) elect to convert on the expiration of any Interest Payment Date Period any LIBOR Advances made to such Borrower maturing on such Interest Payment Date into Prime Rate Advances.
(b) The applicable Borrower shall deliver a Notice of Conversion/Continuation by electronic mail via Bank’s online banking program in accordance with Section 10 to be received by Bank prior to 12:00 p.m. Pacific time (i) at least three (3) Business Days in advance of the Conversion Date or Continuation Date, if any Advances made to such Borrower are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances made to such Borrower are to be converted into Prime Rate Advances, in each case specifying the:
(1i) proposed Conversion Date or Continuation Date;
(2ii) aggregate amount of the Advances to be converted or continued;
(3iii) nature of the proposed conversion or continuation; and
(4iv) if the resulting Advance is to be a LIBOR Advance, the duration of the requested Interest Period, in the case of LIBOR Advances.
(c) If upon the expiration of any Interest Period applicable to any LIBOR Advances made to a BorrowerAdvances, such Borrower shall have timely failed to select a new Interest Period to be applicable to such LIBOR Advances or request to convert a LIBOR Advance into a Prime Rate AdvanceAdvances, such Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances.
(d) Any LIBOR Advances made to a Borrower shall (i) convert into Prime Rate Advances in the event that Streamline Period ceases to be in effect and (ii) shall, at Bank’s option, convert into Prime Rate Advances in the event that (Ai) an Event of Default existsshall exist, or (B) (1ii) the aggregate principal amount of the Prime Rate Advances which have been previously converted to LIBOR Advances, or the aggregate principal amount of existing LIBOR Advances continued, as the case may be, at the beginning of an Interest Period, plus (2) the face amount of any outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve), Period shall at any time during such Interest Period exceed the lesser of the Revolving Line, minus the aggregate outstanding principal amount of Advances made to the other Borrower, and minus the face amount of any outstanding Letters of Credit issued by Bank for the account of the other Borrower (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve) or (ii) the US Borrower Borrowing Base or the Swiss Borrower Borrowing Base (as applicable for such Borrower). The applicable Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit the Designated Deposit Account of such Borrower or any other account such Borrower maintains with Bank) any amounts required to compensate Bank for any loss (including loss of anticipated profits), cost, or expense incurred by Bank as set forth in Section 3.6(c), as a result of the conversion of LIBOR Advances to Prime Rate Advances pursuant to this Section 3.5(d).
(e) 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 Advances, but the provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund the LIBOR Advances.
Appears in 1 contract
Conversion and Continuation Elections. (ad) So long as (i) no Event of Default exists; (ii) neither Borrower shall not have sent any notice of termination of this Agreement; and (iii) the applicable Borrower shall have complied with such customary procedures as Bank has established from time to time for a Borrower’s requests for LIBOR Advances, either Borrower may, upon irrevocable written notice to Bank:
(1) provided that a Streamline Period is in effect, elect to convert on any Business Day, Prime Rate Advances made to such Borrower into LIBOR Advances(provided Advances;
(2) provided that such Borrower may only elect to convert Advances consisting of Prime Rate Advances into LIBOR Advances at times when a Streamline Period is in effect);
(2) , elect to continue on any Interest Payment Date any LIBOR Advances made to such Borrower maturing on such Interest Payment Date (provided that such Borrower may only elect to continue Advances consisting of LIBOR Advances at times when a Streamline Period is in effect)Date; or
(3) elect to convert on any Interest Payment Date any LIBOR Advances made to such Borrower maturing on such Interest Payment Date into Prime Rate Advances.
(be) The applicable Borrower shall deliver a Notice of Conversion/Continuation by electronic mail via Bank’s online banking program to be received by Bank prior to 12:00 p.m. Pacific time (i) at least three (3) Business Days in advance of the Conversion Date or Continuation Date, if any Advances made to such Borrower are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances made to such Borrower are to be converted into Prime Rate Advances, in each case specifying the:
(1) proposed Conversion Date or Continuation Date;
(2) aggregate amount of the Advances to be converted or continued;
(3) nature of the proposed conversion or continuation; and
(4) if the resulting Advance is to be a LIBOR Advance, the duration of the requested Interest Period.
(cf) If upon the expiration of any Interest Period applicable to any LIBOR Advances made to a BorrowerAdvances, such Borrower shall have timely failed to select a new Interest Period to be applicable to such LIBOR Advances or request to convert a LIBOR Advance into a Prime Rate Advance, such Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances.
(dg) Any LIBOR Advances made to a Borrower shall (i) convert into Prime Rate Advances in the event that Streamline Period ceases to be in effect and (ii) shall, at Bank’s option, convert into Prime Rate Advances in the event that (Ai) a Streamline Period ceases to be in effect, (ii) an Event of Default exists, or (B) (1iii) the aggregate principal amount of the Prime Rate Advances which have been previously converted to LIBOR Advances, or the aggregate principal amount of existing LIBOR Advances continued, as the case may be, at the beginning of an Interest Period, plus (2) the face amount of any outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve), Period shall at any time during such Interest Period exceed exceeds the lesser of the Revolving Line, minus the aggregate outstanding principal amount of Advances made to the other Borrower, and minus the face amount of any outstanding Letters of Credit issued by Bank for the account of the other Borrower (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve) or (ii) the US Borrower Borrowing Base Line or the Swiss Borrower Borrowing Base (as applicable for such Borrower)Base. The applicable Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit the Designated Deposit Account of such Borrower or any other account such Borrower maintains with Bank) any amounts required to compensate Bank for any loss (including loss of anticipated profits), cost, or expense incurred by Bank as set forth in Section 3.6(c)Bank, as a result of the conversion of LIBOR Advances to Prime Rate Advances pursuant to this Section 3.5(d) as set forth in Section 3.6(c).
(eh) Notwithstanding anything to the contrary contained herein, Bank shall not be required to purchase Dollar deposits in the London interbank market or other applicable LIBOR market to fund any LIBOR Advances, but the provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund the LIBOR Advances.
Appears in 1 contract
Samples: Loan and Security Agreement (Limelight Networks, Inc.)
Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) neither Borrower shall not have sent any notice of termination of this Agreement; and (iii) the applicable Borrower shall have complied with such customary procedures as Bank has established from time to time for a Borrower’s requests for LIBOR Advances, either Borrower may, upon irrevocable written notice to Bank:
(1) elect to convert on any Business Day, Prime Rate Advances made to such Borrower into LIBOR Advances(provided that such Borrower may only elect to convert Advances consisting of Prime Rate Advances into LIBOR Advances at times when a Streamline Period is in effect)Advances;
(2) elect to continue on any Interest Payment Date any LIBOR Advances made to such Borrower maturing on such Interest Payment Date (provided that such Borrower may only elect to continue Advances consisting of LIBOR Advances at times when a Streamline Period is in effect)Date; or
(3) elect to convert on any Interest Payment Date any LIBOR Advances made to such Borrower maturing on such Interest Payment Date into Prime Rate Advances.
(b) The applicable Borrower shall deliver a Notice of Conversion/Continuation by electronic mail via Bank’s online banking program to be received by Bank prior to 12:00 p.m. noon Pacific time (i) at least three (3) Business Days in advance of the Conversion Date or Continuation Date, if any Advances made to such Borrower are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances made to such Borrower are to be converted into Prime Rate Advances, in each case specifying the:
(1) proposed Conversion Date or Continuation Date;
(2) aggregate amount of the Advances to be converted or continued;
(3) nature of the proposed conversion or continuation; and
(4) if the resulting Advance is to be a LIBOR Advance, the duration of the requested Interest Period.
(c) If upon the expiration of any Interest Period applicable to any LIBOR Advances made to a BorrowerAdvances, such Borrower shall have timely failed to select a new Interest Period to be applicable to such LIBOR Advances or request to convert a LIBOR Advance into a Prime Rate Advance, such Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances.
(d) Any LIBOR Advances made to a Borrower shall (i) convert into Prime Rate Advances in the event that Streamline Period ceases to be in effect and (ii) shall, at Bank’s option, convert into Prime Rate Advances in the event that (Ai) an Event of Default exists, or (B) (1ii) the aggregate principal amount of the Prime Rate Advances which have been previously converted to LIBOR Advances, or the aggregate principal amount of existing LIBOR Advances continued, as the case may be, at the beginning of an Interest Period, plus (2) the face amount of any outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve), Period shall at any time during such Interest Period exceed exceeds the lesser of the Revolving Line, minus the aggregate outstanding principal amount of Advances made to the other Borrower, and minus the face amount of any outstanding Letters of Credit issued by Bank for the account of the other Borrower (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve) or (ii) the US Borrower Borrowing Base Line or the Swiss Borrower Borrowing Base (as applicable for such Borrower)Base. The applicable Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit the Designated Deposit Account of such Borrower or any other account such Borrower maintains with Bank) any amounts required to compensate Bank for any loss (including loss of anticipated profits), cost, or expense incurred by Bank as set forth in Section 3.6(c)Bank, as a result of the conversion of LIBOR Advances to Prime Rate Advances pursuant to this Section 3.5(d).
(e) Notwithstanding anything to the contrary contained herein, Bank shall not be required to purchase Dollar deposits in the London interbank market or other applicable LIBOR market to fund any LIBOR Advances, but the provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund the LIBOR Advances.
(f) Notwithstanding anything to the contrary in this Agreement, all borrowings, conversions and continuations of LIBOR Advances and all selections of Interest Periods shall be in such amounts and be made pursuant to such elections so that, (a) after giving effect thereto, the aggregate principal amount of the LIBOR Advances comprising each LIBOR Tranche shall be equal to $500,000 or a whole multiple of $100,000 in excess thereof, and (b) no more than five (5) LIBOR Tranches shall be outstanding at any one time.
Appears in 1 contract
Samples: Loan and Security Agreement (Rubicon Technology, Inc.)
Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) neither Borrower shall not have sent any notice of termination of this Agreement; and (iii) the applicable Borrower shall have complied with such customary procedures as Bank has established from time to time for a Borrower’s requests for LIBOR Advances, either Borrower may, upon irrevocable written notice to Bank:
(1i) elect to convert on any Business Day, Prime Rate Advances made to such Borrower into LIBOR Advances(provided that such Borrower may only elect to convert Advances consisting of Prime Rate Advances into LIBOR Advances at times when a Streamline Period is in effect)Advances;
(2ii) elect to continue on any Interest Payment Date any LIBOR Advances made to such Borrower maturing on such Interest Payment Date (provided that such Borrower may only elect to continue Advances consisting of LIBOR Advances at times when a Streamline Period is in effect)Date; or
(3iii) elect to convert on any Interest Payment Date any LIBOR Advances made to such Borrower maturing on such Interest Payment Date into Prime Rate Advances.
(b) The applicable Borrower shall deliver a Notice of Conversion/Continuation by electronic mail via Bank’s online banking program in accordance with Section 10 to be received by Bank prior to 12:00 p.m. 11:00 a.m. Pacific time at least (i) at least three (3) Business Days in advance of the Conversion Date or Continuation Date, if any Advances made to such Borrower are to be converted into or continued as LIBOR Advances; and (ii) on one (1) Business Day in advance of the Conversion Date, if any Advances made to such Borrower are to be converted into Prime Rate Advances, in each case specifying the:
(1i) proposed Conversion Date or Continuation Date;
(2ii) aggregate amount of the Advances to be converted or continued;
(3iii) nature of the proposed conversion or continuation; and
(4iv) if the resulting Advance is to be a LIBOR Advance, the duration of the requested Interest Period.
(c) If upon the expiration of any Interest Period applicable to any LIBOR Advances made to a BorrowerAdvances, such Borrower shall have timely failed to select a new Interest Period to be applicable to such LIBOR Advances or request to convert a LIBOR Advance into a Prime Rate AdvanceAdvances, such Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances.
(d) Any LIBOR Advances made to a Borrower shall (i) convert into Prime Rate Advances in the event that Streamline Period ceases to be in effect and (ii) shall, at Bank’s option, convert into Prime Rate Advances in the event that (Ai) an Event of Default existsor Default shall exist, or (B) (1ii) the aggregate principal amount of the Prime Rate Advances which have been previously converted to LIBOR Advances, or the aggregate principal amount of existing LIBOR Advances continued, as the case may be, at the beginning of an Interest Period, plus (2) the face amount of any outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve), Period shall at any time during such Interest Period exceed the lesser of the Revolving Line, minus the aggregate outstanding principal amount of Advances made to the other Borrower, and minus the face amount of any outstanding Letters of Credit issued by Bank for the account of the other Borrower (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve) or (ii) the US Borrower Borrowing Base or the Swiss Borrower Borrowing Base (as applicable for such Borrower). The applicable Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit charge the Designated Deposit Account of such Borrower or any other account such Borrower maintains with Bank) any amounts required to compensate Bank for any loss (including loss of anticipated profits), cost, or expense incurred by Bank as set forth in Section 3.6(c)Bank, as a result of the conversion of LIBOR Advances to Prime Rate Advances pursuant to this Section 3.5(d)any of the foregoing.
(e) 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 Advances, but the provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund the LIBOR Advances.
Appears in 1 contract
Conversion and Continuation Elections. (a) So long as (i) no Event of Default existsor Default exists or has occurred and is continuing; (ii) neither Borrower shall not have sent any notice of termination of this Agreement; and (iii) the applicable Borrower shall have complied with such customary procedures as Bank has established from time to time for a Borrower’s requests for LIBOR Rate Advances, either Borrower may, upon irrevocable written notice to Bank:
(1) elect to convert on any Business Day, Prime Rate Advances made to such Borrower into LIBOR Advances(provided that such Borrower may only elect to convert Advances consisting of Prime Rate Advances into LIBOR Advances at times when a Streamline Period is in effect)Advances;
(2) elect to continue on any Interest Payment Date any LIBOR Rate Advances made to such Borrower maturing on such Interest Payment Date (provided that such Borrower may only elect to continue Advances consisting of LIBOR Advances at times when a Streamline Period is in effect)Date; or
(3) elect to convert on any Interest Payment Date any LIBOR Rate Advances made to such Borrower maturing on such Interest Payment Date into Prime Rate Advances.
(b) The applicable Borrower shall deliver a Notice of Conversion/Continuation by electronic mail via Bank’s online banking program in accordance with Section 10 to be received by Bank prior to 12:00 p.m. Pacific time (i) at least three (3) Business Days in advance of the Conversion Date or Continuation Date, if any Advances made to such Borrower are to be converted into or continued as LIBOR Rate Advances; and (ii) on the Conversion Date, if any Advances made to such Borrower are to be converted into Prime Rate Advances, in each case specifying the:
(1) proposed Conversion Date or Continuation Date;
(2) aggregate amount of the Advances to be converted or continued;
(3) nature of the proposed conversion or continuation; and
(4) if the resulting Advance is to be a LIBOR Advance, the duration of the requested Interest Period.
(c) If upon the expiration of any Interest Period applicable to any LIBOR Advances made to a BorrowerRate Advances, such Borrower shall have timely failed to select a new Interest Period to be applicable to such LIBOR Advances or request to convert a LIBOR Advance into a Prime Rate AdvanceAdvances, such Borrower shall be deemed to have elected to convert such LIBOR Rate Advances into Prime Rate Advances.
(d) Any LIBOR Advances made to a Borrower shall (i) convert into Prime Rate Advances in the event that Streamline Period ceases to be in effect and (ii) shall, at Bank’s option, convert into Prime Rate Advances in the event that (Ai) an Event of Default existsor Default shall exist or shall have occurred and be continuing, or (B) (1ii) the aggregate principal amount of the Prime Rate Advances which have been previously converted to LIBOR Rate Advances, or the aggregate principal amount of existing LIBOR Rate Advances continued, as the case may be, at the beginning of an Interest Period, plus (2) the face amount of any outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve), Period shall at any time during such Interest Period exceed the lesser of the Revolving Line, minus the aggregate outstanding principal amount of Advances made to the other Borrower, and minus the face amount of any outstanding Letters of Credit issued by Bank for the account of the other Borrower (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve) or (ii) the US Borrower Borrowing Base or the Swiss Borrower Borrowing Base (as applicable for such Borrower). The applicable Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit charge the Designated Deposit Account of such Borrower or any other account such Borrower maintains with Bank) any amounts required to compensate Bank for any loss (including loss of anticipated profits), cost, or expense incurred by Bank as set forth in Section 3.6(c)Bank, as a result of the conversion of LIBOR Rate Advances to Prime Rate Advances pursuant to this Section 3.5(d).
(e) 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 Rate Advances, but the provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund the LIBOR Rate Advances.
Appears in 1 contract
Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) neither Borrower shall not have sent any notice of termination of this Agreement; and (iii) the applicable Borrower shall have complied with such customary procedures as Bank has established from time to time for a Borrower’s requests for LIBOR Advances, either Borrower may, upon irrevocable written notice to Bank:
(1) elect to convert on any Business Day, Prime Rate Advances made to such Borrower into LIBOR Advances(provided that such Borrower may only elect to convert Advances consisting of Prime Rate Advances into LIBOR Advances at times when a Streamline Period is in effect)Advances;
(2) elect to continue on any Interest Payment Date any LIBOR Advances made to such Borrower maturing on such Interest Payment Date (provided that such Borrower may only elect to continue Advances consisting of LIBOR Advances at times when a Streamline Period is in effect)Date; or
(3) elect to convert on any Interest Payment Date any LIBOR Advances made to such Borrower maturing on such Interest Payment Date into Prime Rate Advances.
(b) The applicable Borrower shall deliver a Notice of Conversion/Continuation by electronic mail via Bank’s online banking program in accordance with Section 10 to be received by Bank prior to 12:00 p.m. Pacific time (i) at least three (3) Business Days in advance of the Conversion Date or Continuation Date, if any Advances made to such Borrower are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances made to such Borrower are to be converted into Prime Rate Advances, in each case specifying the:
(1) proposed Conversion Date or Continuation Date;
(2) aggregate amount of the Advances to be converted or continued;
(3) nature of the proposed conversion or continuation; and
(4) if the resulting Advance is to be a LIBOR Advance, the duration of the requested Interest Period.
(c) If upon the expiration of any Interest Period applicable to any LIBOR Advances made to a BorrowerAdvances, such Borrower shall have timely failed to select a new Interest Period to be applicable to such LIBOR Advances or request to convert a LIBOR Advance into a Prime Rate AdvanceAdvances, such Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances.
(d) Any LIBOR Advances made to a Borrower shall (i) convert into Prime Rate Advances in the event that Streamline Period ceases to be in effect and (ii) shall, at Bank’s option, convert into Prime Rate Advances in the event that (Ai) an Event of Default existsshall exist, or (B) (1ii) the aggregate principal amount of the Prime Rate Advances which have been previously converted to LIBOR Advances, or the aggregate principal amount of existing LIBOR Advances continued, as the case may be, at the beginning of an Interest Period, plus (2) the face amount of any outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve), Period shall at any time during such Interest Period exceed the lesser of the Revolving Line, minus the aggregate outstanding principal amount of Advances made to the other Borrower, and minus the face amount of any outstanding Letters of Credit issued by Bank for the account of the other Borrower (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve) or (ii) the US Borrower Borrowing Base or the Swiss Borrower Borrowing Base (as applicable for such Borrower). The applicable Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit charge the Designated Deposit Account of such Borrower or any other account such Borrower maintains with Bank) any amounts required to compensate Bank for any loss (including loss of anticipated profits), cost, or expense incurred by Bank as set forth in Section 3.6(c)Bank, as a result of the conversion of LIBOR Advances to Prime Rate Advances pursuant to this Section 3.5(d3.6(d).
(e) 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 Advances, but the provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund the LIBOR Advances.
Appears in 1 contract
Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) neither Borrower shall not have sent any notice of termination of this Agreement; and (iiiii) the applicable Borrower shall have complied with such customary procedures as Bank has established from time to time for a Borrower’s requests for LIBOR Advances, either Borrower may, upon irrevocable written notice to Bank:
(1) elect to convert on any Business Day, Prime Rate Advances made to such Borrower into LIBOR Advances(provided that such Borrower may only elect to convert Advances consisting of Prime Rate Advances into LIBOR Advances at times when a Streamline Period is in effect)Advances;
(2) elect to continue on any Interest Payment Date any LIBOR Advances made to such Borrower maturing on such Interest Payment Date (provided that such Borrower may only elect to continue Advances consisting of LIBOR Advances at times when a Streamline Period is in effect)Date; or
(3) elect to convert on any Interest Payment Date any LIBOR Advances made to such Borrower maturing on such Interest Payment Date into Prime Rate Advances.
(b) The applicable Borrower shall deliver a Notice of Conversion/Continuation by electronic mail via Bank’s online banking program to be received by Bank prior to 12:00 p.m. noon Pacific time (i) at least three (3) Business Days in advance of the Conversion Date or Continuation Date, if any Advances made to such Borrower Credit Extensions are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances made to such Borrower Credit Extensions are to be converted into Prime Rate Advances, in each case specifying the:
(1) proposed Conversion Date or Continuation Date;
(2) aggregate amount of the Advances Credit Extensions to be converted or continued;
(3) nature of the proposed conversion or continuation; and
(4) if the resulting Advance Credit Extension is to be a LIBOR Advance, the duration of the requested Interest Period.
(c) If upon the expiration of any Interest Period applicable to any LIBOR Advances made to a BorrowerAdvances, such Borrower shall have timely failed to select a new Interest Period to be applicable to such LIBOR Advances or request to convert a LIBOR Advance into a Prime Rate Advance, such Borrower shall be deemed to have elected for any such Credit Extensions, to convert such LIBOR Advances into Prime Rate Advances.
(d) Any LIBOR Advances made to a Borrower shall (i) convert into Prime Rate Advances in the event that Streamline Period ceases to be in effect and (ii) shall, at Bank’s option, convert into Prime Rate Advances in the event that (A) an Event of Default exists, or (B) (1) the aggregate principal amount of the Prime Rate Advances which have been previously converted to LIBOR Advances, or the aggregate principal amount of existing LIBOR Advances continued, as the case may be, at the beginning of an Interest Period, plus (2) the face amount of any outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve), shall at any time during such Interest Period exceed the lesser of the Revolving Line, minus the aggregate outstanding principal amount of Advances made to the other Borrower, and minus the face amount of any outstanding Letters of Credit issued by Bank for the account of the other Borrower (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve) or (ii) the US Borrower Borrowing Base or the Swiss Borrower Borrowing Base (as applicable for such Borrower). The applicable Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit the Designated Deposit Account of such Borrower or any other account such Borrower maintains with Bank) any amounts required to compensate Bank for any loss (including loss of anticipated profits), cost, or expense incurred by Bank as set forth in Section 3.6(c), as a result of the conversion of LIBOR Advances to Prime Rate Advances pursuant to this Section 3.5(d).
(e) Notwithstanding anything to the contrary contained herein, Bank shall not be required to purchase Dollar deposits in the London interbank market or other applicable LIBOR market to fund any LIBOR Advances, but the provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund the LIBOR Advances.
Appears in 1 contract
Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) neither Borrower shall not have sent any notice of termination of this Agreement; and (iii) the applicable Borrower shall have complied with such customary procedures as Bank has established from time to time for a Borrower’s requests for LIBOR Advances, either Borrower may, upon irrevocable written notice to Bank:
(1) elect to convert on any Business Day, Prime Rate Advances made to such Borrower into LIBOR Advances(provided that such Borrower may only elect to convert Advances consisting of Prime Rate Advances into LIBOR Advances at times when a Streamline Period is in effect)Advances;
(2) elect to continue on any Interest Payment Date any LIBOR Advances made to such Borrower maturing on such Interest Payment Date (provided that such Borrower may only elect to continue Advances consisting of LIBOR Advances at times when a Streamline Period is in effect)Date; or
(3) elect to convert on any Interest Payment Date any LIBOR Advances made to such Borrower maturing on such Interest Payment Date into Prime Rate Advances.
(b) The applicable Borrower shall deliver a Notice of Conversion/Continuation by electronic mail via Bank’s online banking program in accordance with Section 10 to be received by Bank prior to 12:00 p.m. Pacific time (i) at least three (3) Business Days in advance of the Conversion Date or Continuation Date, if any Equipment Advances made to such Borrower are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Equipment Advances made to such Borrower are to be converted into Prime Rate Advances, in each case specifying the:
(1) proposed Conversion Date or Continuation Date;
(2) aggregate amount of the Equipment Advances to be converted or continued;
(3) nature of the proposed conversion or continuation; and
(4) if the resulting Advance is to be a LIBOR Advance, the duration of the requested Interest Period.
(c) If upon the expiration of any Interest Period applicable to any LIBOR Advances made to a BorrowerAdvances, such Borrower shall have timely failed to select a new Interest Period to be applicable to such LIBOR Advances or request to convert a LIBOR Advance into a Prime Rate AdvanceAdvances, such Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances.
(d) Any LIBOR Advances made to a Borrower shall (i) convert into Prime Rate Advances in the event that Streamline Period ceases to be in effect and (ii) shall, at Bank’s option, convert into Prime Rate Advances in the event that (Ai) an Event of Default existsshall exist, or (B) (1ii) the aggregate principal amount of the Prime Rate Advances which have been previously converted to LIBOR Advances, or the aggregate principal amount of existing LIBOR Advances continued, as the case may be, at the beginning of an Interest Period, plus (2) the face amount of any outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve), Period shall at any time during such Interest Period exceed the lesser of the Revolving Equipment Line, minus the aggregate outstanding principal amount of Advances made to the other Borrower, and minus the face amount of any outstanding Letters of Credit issued by Bank for the account of the other Borrower (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve) or (ii) the US Borrower Borrowing Base or the Swiss Borrower Borrowing Base (as applicable for such Borrower). The applicable Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit charge the Designated Deposit Account of such Borrower or any other account such Borrower maintains with Bank) any amounts required to compensate Bank for any loss (including loss of anticipated profits), cost, or expense incurred by Bank as set forth in Section 3.6(c)Bank, as a result of the conversion of LIBOR Advances to Prime Rate Advances pursuant to this Section 3.5(d3.6(d).
(e) 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 Advances, but the provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund the LIBOR Advances.
Appears in 1 contract
Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) neither Borrower shall not have sent any notice of termination of this Agreement; and (iii) the applicable Borrower shall have complied with such customary procedures as Bank has established from time to time for a Borrower’s requests for LIBOR Advances, either Borrower may, upon irrevocable written notice to Bank:
(1i) elect to convert on any Business Day, Prime Rate Advances made to such Borrower into LIBOR Advances(provided that such Borrower may only elect to convert Advances consisting of Prime Rate Advances into LIBOR Advances at times when a Streamline Period is in effect)Advances;
(2ii) elect to continue on any Interest Payment Date any LIBOR Advances made to such Borrower maturing on such Interest Payment Date (provided that such Borrower may only elect to continue Advances consisting of LIBOR Advances at times when a Streamline Period is in effect)Date; or
(3iii) elect to convert on any Interest Payment Date any LIBOR Advances made to such Borrower maturing on such Interest Payment Date into Prime Rate Advances.
(b) The applicable Borrower shall deliver a Notice of Conversion/Continuation by electronic mail via Bank’s online banking program in accordance with Section 10 to be received by Bank prior to 12:00 p.m. Pacific time (i) at least three (3) Business Days in advance of the Conversion Date or Continuation Date, if any Advances made to such Borrower are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances made to such Borrower are to be converted into Prime Rate Advances, in each case specifying the:
(1i) proposed Conversion Date or Continuation Date;
(2ii) aggregate amount of the Advances to be converted or continued;
(3iii) nature of the proposed conversion or continuation; and
(4iv) if the resulting Advance is to be a LIBOR Advance, the duration of the requested Interest Period.
(c) If upon the expiration of any Interest Period applicable to any LIBOR Advances made to a BorrowerAdvances, such Borrower shall have timely failed to select a new Interest Period to be applicable to such LIBOR Advances or request to convert a LIBOR Advance into a Prime Rate AdvanceAdvances, such Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances.
(d) Any LIBOR Advances made to a Borrower shall (i) convert into Prime Rate Advances in the event that Streamline Period ceases to be in effect and (ii) shall, at Bank’s option, convert into Prime Rate Advances in the event that (Ai) an Event of Default existsshall exist, or (B) (1ii) the aggregate principal amount of the Prime Rate Advances which have been previously converted to LIBOR Advances, or the aggregate principal amount of existing LIBOR Advances continued, as the case may be, at the beginning of an Interest Period, plus (2) the face amount of any outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve), Period shall at any time during such Interest Period exceed the lesser of the Revolving Line, minus the aggregate outstanding principal amount of Advances made to the other Borrower, and minus the face amount of any outstanding Letters of Credit issued by Bank for the account of the other Borrower (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve) or (ii) the US Borrower Borrowing Base or the Swiss Borrower Borrowing Base (as applicable for such Borrower). The applicable Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit charge the Designated Deposit Account of such Borrower or any other account such Borrower maintains with Bank) any amounts required to compensate Bank for any loss (including loss of anticipated profits), cost, or expense incurred by Bank as set forth in Section 3.6(c), as a result of the conversion of LIBOR Advances to Prime Rate Advances pursuant to this Section 3.5(d3.6(d).
(e) 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 Advances, but the provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund the LIBOR Advances.
Appears in 1 contract
Samples: Loan Agreement (Harmonic Inc)
Conversion and Continuation Elections. (a) So long as (i1) no Event of Default or event which with notice, passage of time, or both would constitute an Event of Default exists; (ii2) neither Borrower no party hereto shall have sent any notice of termination of this Agreement; and (iii3) the applicable Borrower shall have complied with such customary procedures as Bank has established from time to time for a Borrower’s 's requests for LIBOR Advances, either Borrower may, upon irrevocable written notice to Bank:
(1i) elect to convert on any Business Day, Prime Rate Advances made in an amount equal to such Borrower $1,000,000 or any integral multiple of $1,000,000 in excess thereof into LIBOR Advances(provided that such Borrower may only elect to convert Advances consisting of Prime Rate Advances into LIBOR Advances at times when a Streamline Period is in effect)Advances;
(2ii) elect to continue on any Interest Payment Date any LIBOR Advances made to such Borrower maturing on such Interest Payment Date (provided or any part thereof in an amount equal to $1,000,000 or any integral multiple of $1,000,000 in excess thereof); provided, that such Borrower may only elect to continue Advances consisting if the aggregate amount of LIBOR Advances at times when a Streamline Period is in effect)shall have been reduced, by payment, prepayment, or conversion of part thereof, to be less than $1,000,000, such LIBOR Advances shall automatically convert into Prime Rate Advances, and on and after such date the right of Borrower to continue such Advances as, and convert such Advances into, LIBOR Advances shall terminate; or
(3iii) elect to convert on any Interest Payment Date any LIBOR Advances made to such Borrower maturing on such Interest Payment Date (or any part thereof in an amount equal to $1,000,000 or any integral multiple of $1,000,000 in excess thereof) into Prime Rate Advances.
(b) The applicable Borrower shall deliver a Notice of Conversion/Continuation by electronic mail via Bank’s online banking program in accordance with Section 10 to be received by Bank prior to 12:00 p.m. 11:00 a.m. (Pacific time time) at least (i) at least three (3) Business Days in advance of the Conversion Date or Continuation Date, if any Advances made to such Borrower are to be converted into or continued as LIBOR Advances; and (ii) on one (1) Business Day in advance of the Conversion Date, if any Advances made to such Borrower are to be converted into Prime Rate Advances, in each case specifying thespecifying:
(1i) the proposed Conversion Date or Continuation Date;
(2ii) the aggregate amount of the Advances to be converted or continuedcontinued which, if any Advances are to be converted into or continued as LIBOR Advances, shall be in an aggregate minimum principal amount of $1,000,000 or in any integral multiple of $1,000,000 in excess thereof;
(3iii) the nature of the proposed conversion or continuation; and
(4iv) if the resulting Advance is to be a LIBOR Advance, the duration of the requested Interest Period.
(c) If upon the expiration of any Interest Period applicable to any LIBOR Advances made to a Borrower, such Borrower shall have timely failed to select a new Interest Period to be applicable to such LIBOR Advances or request to convert a LIBOR Advance into a Prime Rate Advance, such Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances.
(d) Any LIBOR Advances made to a Borrower shall (i) convert into Prime Rate Advances in the event that Streamline Period ceases to be in effect and (ii) at Bank’s option, convert into Prime Rate Advances in the event that (A) an Event of Default exists, or (B) (1) the aggregate principal amount of the Prime Rate Advances which have been previously converted to LIBOR Advances, or the aggregate principal amount of existing LIBOR Advances continued, as the case may be, at the beginning of an Interest Period, plus (2) the face amount of any outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve), shall at any time during such Interest Period exceed the lesser of the Revolving Line, minus the aggregate outstanding principal amount of Advances made to the other Borrower, and minus the face amount of any outstanding Letters of Credit issued by Bank for the account of the other Borrower (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve) or (ii) the US Borrower Borrowing Base or the Swiss Borrower Borrowing Base (as applicable for such Borrower). The applicable Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit the Designated Deposit Account of such Borrower or any other account such Borrower maintains with Bank) any amounts required to compensate Bank for any loss (including loss of anticipated profits), cost, or expense incurred by Bank as set forth in Section 3.6(c), as a result of the conversion of LIBOR Advances to Prime Rate Advances pursuant to this Section 3.5(d).
(e) Notwithstanding anything to the contrary contained herein, Bank shall not be required to purchase Dollar deposits in the London interbank market or other applicable LIBOR market to fund any LIBOR Advances, but the provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund the LIBOR Advances.
Appears in 1 contract
Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) neither Borrower shall not have sent any notice of termination of this Agreement; and (iii) the applicable Borrower shall have complied with such customary procedures as Bank has established from time to time for a Borrower’s requests for LIBOR Advances, either Borrower may, upon irrevocable written notice to Bank:
(1) elect to convert on any Business Day, Prime Rate Advances made to such Borrower into LIBOR Advances(provided that such Borrower may only elect to convert Advances consisting of Prime Rate Advances into LIBOR Advances at times when a Streamline Period is in effect)Advances;
(2) elect to continue on any Interest Payment Date any LIBOR Advances made to such Borrower maturing on such Interest Payment Date (provided that such Borrower may only elect to continue Advances consisting of LIBOR Advances at times when a Streamline Period is in effect)Date; or
(3) elect to convert on any Interest Payment Date any LIBOR Advances made to such Borrower maturing on such Interest Payment Date into Prime Rate AdvancesAdvances (provided that clauses (i), (ii) and (iii) above shall not apply to this clause (3)).
(b) The applicable Borrower shall deliver a Notice of Conversion/Continuation by electronic mail via Bank’s online banking program to be received by Bank prior to 12:00 p.m. Pacific Eastern time (i) at least three (3) Business Days in advance of the Conversion Date or Continuation Date, if any Advances made to such Borrower are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances made to such Borrower are to be converted into Prime Rate Advances, in each case specifying the:
(1) proposed Conversion Date or Continuation Date;
(2) aggregate amount of the Advances to be converted or continued;
(3) nature of the proposed conversion or continuation; and
(4) if the resulting Advance is to be a LIBOR Advance, the duration of the requested Interest Period.
(c) If upon the expiration of any Interest Period applicable to any LIBOR Advances made to a BorrowerAdvances, such Borrower shall have timely failed to select a new Interest Period to be applicable to such LIBOR Advances or request to convert a LIBOR Advance into a Prime Rate Advance, such Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances.
(d) Any LIBOR Advances made to a Borrower shall (i) convert into Prime Rate Advances in the event that Streamline Period ceases to be in effect and (ii) shall, at Bank’s option, convert into Prime Rate Advances in the event that (Ai) Borrower fails to maintain the Streamline Threshold and a Streamline Period is no longer in effect, (ii) an Event of Default exists, or (B) (1iii) the aggregate principal amount of the Prime Rate Advances which have been previously converted to LIBOR Advances, or the aggregate principal amount of existing LIBOR Advances continued, as the case may be, at the beginning of an Interest Period, plus (2) the face amount of any outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve), Period shall at any time during such Interest Period exceed the lesser of the Revolving Line, minus the aggregate outstanding principal amount of Advances made to the other Borrower, and minus the face amount of any outstanding Letters of Credit issued by Bank for the account of the other Borrower (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve) or (ii) the US Borrower Borrowing Base Line or the Swiss Borrower Borrowing Base (as applicable for such Borrower)Base. The applicable Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit the Designated Deposit Account of such Borrower or any other account such Borrower maintains with Bank, other than an Excluded Account) any amounts required to compensate Bank for any loss (including loss of anticipated profits), cost, or expense incurred by Bank as set forth in Section 3.6(c)Bank, as a result of the conversion of LIBOR Advances to Prime Rate Advances pursuant to this Section 3.5(d).
(e) Notwithstanding anything to the contrary contained herein, Bank shall not be required to purchase Dollar deposits in the London interbank market or other applicable LIBOR market to fund any LIBOR Advances, but the provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund the LIBOR Advances.
Appears in 1 contract
Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) neither Borrower shall not have sent any notice of termination of this Agreement; and (iii) the applicable Borrower shall have complied with such customary procedures as Bank has established from time to time for a Borrower’s requests for LIBOR Advances, either Borrower may, upon irrevocable written notice to Bank:
(1) elect to convert on any Business Day, Prime Rate Advances made to such Borrower into LIBOR Advances(provided that such Borrower may only elect to convert Advances consisting of Prime Rate Advances into LIBOR Advances at times when a Streamline Period is in effect)Advances;
(2) elect to continue on any Interest Payment Date any LIBOR Advances made to such Borrower maturing on such Interest Payment Date (provided that such Borrower may only elect to continue Advances consisting of LIBOR Advances at times when a Streamline Period is in effect)Date; or
(3) elect to convert on any Interest Payment Date any LIBOR Advances made to such Borrower maturing on such Interest Payment Date into Prime Rate Advances.
(b) The applicable Borrower shall deliver a Notice of Conversion/Continuation by electronic mail via Bank’s online banking program to be received by Bank prior to 12:00 p.m. Pacific time (i) at least three (3) Business Days in advance of the Conversion Date or Continuation Date, if any Advances made to such Borrower Advances/the Term Loan Advance are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances made to such Borrower Advances/the Term Loan Advance are to be converted into Prime Rate Advances, in each case specifying the:
(1) proposed Conversion Date or Continuation Date;
(2) aggregate amount of the Advances Advances/Term Loan Advance to be converted or continued;
(3) nature of the proposed conversion or continuation; and
(4) if the resulting Advance/Term Loan Advance is to be a LIBOR Advance, the duration of the requested Interest Period.
(c) If upon the expiration of any Interest Period applicable to any LIBOR Advances made to a BorrowerAdvances, such Borrower shall have timely failed to select a new Interest Period to be applicable to such LIBOR Advances or request to convert a LIBOR Advance into a Prime Rate Advance, such Borrower shall be deemed to have elected for any such Advances, to convert such LIBOR Advances into Prime Rate Advances.
(d) Any LIBOR Advances made to a Borrower shall (i) convert into Prime Rate Advances in the event that Streamline Period ceases to be in effect and (ii) shall, at Bank’s option, convert into Prime Rate Advances in the event that (Ai) an Event of Default existshas occurred and is continuing, or (Bii) (1A) the aggregate principal amount of the Prime Rate Advances under the Revolving Line which have been previously converted to LIBOR AdvancesAdvances under the Revolving Line, or (B) the aggregate principal amount of existing LIBOR Advances under the Revolving Line continued, as the case may be, at the beginning of an Interest Period, plus (2) the face amount of any outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve), Period shall at any time during such Interest Period exceed the lesser of the Revolving Line, minus the aggregate outstanding principal amount of Advances made to the other Borrower, and minus the face amount of any outstanding Letters of Credit issued by Bank for the account of the other Borrower (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve) or (ii) the US Borrower Borrowing Base or the Swiss Borrower Borrowing Base (as applicable for such Borrower)Availability Amount. The applicable Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit the Designated Deposit Account of such Borrower or any other account such Borrower maintains with Bank) any amounts required to compensate Bank for any loss (including loss of anticipated profits), cost, or expense incurred by Bank as set forth in Section 3.6(c)Bank, as a result of the conversion of LIBOR Advances to Prime Rate Advances pursuant to this Section 3.5(d)) at a date other than the last day of the Interest Period applicable thereto.
(e) Notwithstanding anything to the contrary contained herein, Bank shall not be required to purchase Dollar deposits in the London interbank market or other applicable LIBOR market to fund any LIBOR Advances, but the provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund the LIBOR Advances.
Appears in 1 contract
Conversion and Continuation Elections. (a) So long as (i) no Event of Default or Default exists; (ii) neither Borrower shall not have sent any notice of termination of this Agreement; and (iii) the applicable Borrower shall have complied with such customary procedures as Bank has established from time to time for a Borrower’s 's requests for LIBOR Advances, either Borrower may, upon irrevocable written notice to Bank:
(1) elect to convert on any Business Day, Prime Rate Advances made in an amount equal to such Borrower $1,000,000 or any integral multiple of $1,000,000 in excess thereof into LIBOR Advances(provided that such Borrower may only elect to convert Advances consisting of Prime Rate Advances into LIBOR Advances at times when a Streamline Period is in effect)Advances;
(2) elect to continue on any Interest Payment Date any LIBOR Advances made to such Borrower maturing on such Interest Payment Date (provided or any part thereof in an amount equal to $1,000,000 or any integral multiple of $1,000,000 in excess thereof); provided, that such Borrower may only elect to continue Advances consisting if the aggregate amount of LIBOR Advances at times when a Streamline Period is in effect)shall have been reduced, by payment, prepayment, or conversion of part thereof, to be less than $1,000,000, such LIBOR Advances shall automatically convert into Prime Rate Advances, and on and after such date the right of Borrower to continue such Advances as, and convert such Advances into, LIBOR Advances shall terminate; or
(3) elect to convert on any Interest Payment Date any LIBOR Advances made to such Borrower maturing on such Interest Payment Date (or any part thereof in an amount equal to $1,000,000 or any integral multiple of $1,000,000 in excess thereof) into Prime Rate Advances.
(b) The applicable Borrower shall deliver a Notice of Conversion/Continuation by electronic mail via Bank’s online banking program in accordance with Section 10 to be received by Bank prior to 12:00 p.m. 11:00 a.m. Pacific time at least (i) at least three (3) Business Days in advance of the Conversion Date or Continuation Date, if any Advances made to such Borrower are to be converted into or continued as LIBOR Advances; and (ii) on one (1) Business Day in advance of the Conversion Date, if any Advances made to such Borrower are to be converted into Prime Rate Advances, in each case specifying the:
(1) proposed Conversion Date or Continuation Date;
(2) aggregate amount of the Advances to be converted or continuedcontinued which, if any Advances are to be converted into or continued as LIBOR Advances, shall be in an aggregate minimum principal amount of $1,000,000 or in any integral multiple of $1,000,000 in excess thereof;
(3) nature of the proposed conversion or continuation; and
(4) if the resulting Advance is to be a LIBOR Advance, the duration of the requested Interest Period.
(c) If upon the expiration of any Interest Period applicable to any LIBOR Advances made to a BorrowerAdvances, such Borrower shall have timely failed to select a new Interest Period to be applicable to such LIBOR Advances or request to convert a LIBOR Advance into a Prime Rate AdvanceAdvances, such Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances.
(d) Any LIBOR Advances made to a Borrower shall (i) convert into Prime Rate Advances in the event that Streamline Period ceases to be in effect and (ii) at Bank’s option, convert into Prime Rate Advances in the event that (A) an Event of Default exists, or (B) (1) the aggregate principal amount of the Prime Rate Advances which have been previously converted to LIBOR Advances, or the aggregate principal amount of existing LIBOR Advances continued, as the case may be, at the beginning of an Interest Period, plus (2) the face amount of any outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve), shall at any time during such Interest Period exceed the lesser of the Revolving Line, minus the aggregate outstanding principal amount of Advances made to the other Borrower, and minus the face amount of any outstanding Letters of Credit issued by Bank for the account of the other Borrower (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve) or (ii) the US Borrower Borrowing Base or the Swiss Borrower Borrowing Base (as applicable for such Borrower). The applicable Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit the Designated Deposit Account of such Borrower or any other account such Borrower maintains with Bank) any amounts required to compensate Bank for any loss (including loss of anticipated profits), cost, or expense incurred by Bank as set forth in Section 3.6(c), as a result of the conversion of LIBOR Advances to Prime Rate Advances pursuant to this Section 3.5(d).
(e) Notwithstanding anything to the contrary contained herein, Bank shall not be required to purchase Dollar deposits in the London interbank market or other applicable LIBOR market to fund any LIBOR Advances, but the provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund the LIBOR Advances.
Appears in 1 contract
Samples: Loan and Security Agreement (Vitesse Semiconductor Corp)
Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) neither Borrower shall not have sent any notice of termination of this Agreement; and (iii) the applicable Borrower shall have complied with such customary procedures as Bank Lender has established from time to time for a Borrower’s requests for LIBOR Advances, either Borrower may, upon irrevocable written notice to BankLender:
(1) elect to convert on any Business Day, Prime Rate Advances made to such Borrower into LIBOR Advances(provided that such Borrower may only elect to convert Advances consisting of Prime Rate Advances into LIBOR Advances at times when a Streamline Period is in effect)Advances;
(2) elect to continue on any Interest Payment Date any LIBOR Advances made to such Borrower maturing on such Interest Payment Date (provided that such Borrower may only elect to continue Advances consisting of LIBOR Advances at times when a Streamline Period is in effect)Date; or
(3) elect to convert on any Interest Payment Date any LIBOR Advances made to such Borrower maturing on such Interest Payment Date into Prime Rate Advances.
(b) The applicable Borrower shall deliver a Notice of Conversion/Continuation by electronic mail via Bank’s online banking program at the address set forth in Section 10 hereof or any other email address provided by Lender to Borrower from time to time to be received by Bank Lender prior to 12:00 p.m. Pacific time (i) at least three (3) Business Days in advance of the Conversion Date or Continuation Date, if any Term Loan Advances made to such Borrower are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Term Loan Advances made to such Borrower are to be converted into Prime Rate Advances, in each case specifying the:
(1) proposed Conversion Date or Continuation Date;
(2) aggregate amount of the Term Loan Advances to be converted or continued;
(3) nature of the proposed conversion or continuation; and
(4) if the resulting Term Loan Advance is to be a LIBOR Advance, the duration of the requested Interest Period.
(c) If upon the expiration of any Interest Period applicable to any LIBOR Advances made to a BorrowerAdvances, such Borrower shall have timely failed to select a new Interest Period to be applicable to such LIBOR Advances or request to convert a LIBOR Advance into a Prime Rate Advance, such Borrower shall be deemed to have elected for any such Term Loan Advances, to convert such LIBOR Advances into Prime Rate Advances.
(d) Any LIBOR Advances made to a Borrower shall (i) convert into Prime Rate Advances in the event that Streamline Period ceases to be in effect and (ii) at Bank’s option, convert into Prime Rate Advances in the event that (A) an Event of Default exists, or (B) (1) the aggregate principal amount of the Prime Rate Advances which have been previously converted to LIBOR Advances, or the aggregate principal amount of existing LIBOR Advances continued, as the case may be, at the beginning of an Interest Period, plus (2) the face amount of any outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve), shall at any time during such Interest Period exceed the lesser of the Revolving Line, minus the aggregate outstanding principal amount of Advances made to the other Borrower, and minus the face amount of any outstanding Letters of Credit issued by Bank for the account of the other Borrower (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve) or (ii) the US Borrower Borrowing Base or the Swiss Borrower Borrowing Base (as applicable for such Borrower). The applicable Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit the Designated Deposit Account of such Borrower or any other account such Borrower maintains with Bank) any amounts required to compensate Bank for any loss (including loss of anticipated profits), cost, or expense incurred by Bank as set forth in Section 3.6(c), as a result of the conversion of LIBOR Advances to Prime Rate Advances pursuant to this Section 3.5(d).
(e) Notwithstanding anything to the contrary contained herein, Bank shall not be required to purchase Dollar deposits in the London interbank market or other applicable LIBOR market to fund any LIBOR Advances, but the provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund the LIBOR Advances.
Appears in 1 contract
Samples: Mezzanine Loan and Security Agreement (Lantronix Inc)
Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) neither Borrower shall not have sent any notice of termination of this Agreement; and (iii) the applicable Borrower shall have complied with such customary procedures as Bank has established from time to time for a Borrower’s requests for LIBOR Advances, either Borrower may, upon irrevocable written notice to Bank:
(1) elect to convert on any Business Day, Prime Rate Advances made to such Borrower into LIBOR Advances(provided that such Borrower may only elect to convert Advances consisting of Prime Rate Advances into LIBOR Advances at times when a Streamline Period is in effect)Advances;
(2) elect to continue on any Interest Payment Date any LIBOR Advances made to such Borrower maturing on such Interest Payment Date (provided that such Borrower may only elect to continue Advances consisting of LIBOR Advances at times when a Streamline Period is in effect)Date; or
(3) elect to convert on any Interest Payment Date any LIBOR Advances made to such Borrower maturing on such Interest Payment Date into Prime Rate Advances.
(b) The applicable Borrower shall deliver a Notice of Conversion/Continuation by electronic mail via Bank’s online banking program to be received by Bank prior to 12:00 p.m. Pacific time (i) at least three (3) Business Days in advance of the Conversion Date or Continuation Date, if any Advances made to such Borrower are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances made to such Borrower are to be converted into Prime Rate Advances, in each case specifying the:
(1) proposed Conversion Date or Continuation Date;
(2) aggregate amount of the Advances to be converted or continued;
(3) nature of the proposed conversion or continuation; and
(4) if the resulting Advance is to be a LIBOR Advance, the duration of the requested Interest Period.
(c) If upon the expiration of any Interest Period applicable to any LIBOR Advances made to a BorrowerAdvances, such Borrower shall have timely failed to select a new Interest Period to be applicable to such LIBOR Advances or request to convert a LIBOR Advance into a Prime Rate Advance, such Borrower shall be deemed to have elected for any such Dollar Advances, to convert such LIBOR Advances into Prime Rate Advances.
(d) Any LIBOR Advances made to a Borrower shall (i) convert into Prime Rate Advances in the event that Streamline Period ceases to be in effect and (ii) shall, at Bank’s option, convert into Prime Rate Advances in the event that (Ai) an Event of Default exists, or (B) (1ii) the aggregate principal amount of the Prime Rate Advances which have been previously converted to LIBOR Advances, or the aggregate principal amount of existing LIBOR Advances continued, as the case may be, at the beginning of an Interest Period, plus (2) the face amount of any outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve), Period shall at any time during such Interest Period exceed exceeds (A) during any Non-Formula Period, the Revolving Line, and (B) at any time other than during a Non-Formula Period, the lesser of the Revolving LineLine or the Borrowing Base, minus the aggregate outstanding principal amount of Advances made to the other Borrower, and minus the face amount of any outstanding Letters of Credit issued by Bank for the account of the other Borrower (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve) or (iiiii) the US Borrower Borrowing Base or the Swiss Borrower Borrowing Base (as applicable for such Borrower)an Off-Streamline Period has commenced. The applicable Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit the Designated Deposit Account of such Borrower or any other account such Borrower maintains with Bank) any amounts required to compensate Bank for any loss (including loss of anticipated profits), cost, or expense incurred by Bank as set forth in Section 3.6(c)Bank, as a result of the conversion of LIBOR Advances to Prime Rate Advances pursuant to this Section 3.5(d).
(e) Notwithstanding anything to the contrary contained herein, Bank shall not be required to purchase Dollar deposits in the London interbank market or other applicable LIBOR market to fund any LIBOR Advances, but the provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund the LIBOR Advances.
Appears in 1 contract
Samples: Loan and Security Agreement (Electro Scientific Industries Inc)
Conversion and Continuation Elections. (a) So long as (i) no Event of Default or Default exists; (ii) neither Borrower shall not have sent any notice of termination of this Agreement; and (iii) the applicable Borrower shall have complied with such customary procedures as Bank has established from time to time for a Borrower’s requests for LIBOR Advances, either Borrower may, upon irrevocable written notice to Bank:
(1) elect to convert on any Business Day, Prime Rate Advances made in an amount equal to such Borrower $500,000 or any integral multiple of $500,000 in excess thereof into LIBOR Advances(provided that such Borrower may only elect to convert Advances consisting of Prime Rate Advances into LIBOR Advances at times when a Streamline Period is in effect)Advances;
(2) elect to continue on any Interest Payment Date any LIBOR Advances made to such Borrower maturing on such Interest Payment Date (provided or any part thereof in an amount equal to $500,000 or any integral multiple of $500,000 in excess thereof); provided, that such Borrower may only elect to continue Advances consisting if the aggregate amount of LIBOR Advances at times when a Streamline Period is in effect)shall have been reduced, by payment, prepayment, or conversion of part thereof, to be less than $500,000, such LIBOR Advances shall automatically convert into Prime Rate Advances, and on and after such date the right of Borrower to continue such Advances as, and convert such Advances into, LIBOR Advances shall terminate; or
(3) elect to convert on any Interest Payment Date any LIBOR Advances made to such Borrower maturing on such Interest Payment Date (or any part thereof in an amount equal to $500,000 or any integral multiple of $500,000 in excess thereof) into Prime Rate Advances.
(b) The applicable Borrower shall deliver a Notice of Conversion/Continuation by electronic mail via Bank’s online banking program in accordance with Section 10 to be received by Bank prior to 12:00 p.m. 11:00 a.m. Pacific time at least (i) at least three (3) Business Days in advance of the Conversion Date or Continuation Date, if any Advances made to such Borrower are to be converted into or continued as LIBOR Advances; and (ii) on one (1) Business Day in advance of the Conversion Date, if any Advances made to such Borrower are to be converted into Prime Rate Advances, in each case specifying the:
(1) proposed Conversion Date or Continuation Date;
(2) aggregate amount of the Advances to be converted or continuedcontinued which, if any Advances are to be converted into or continued as LIBOR Advances, shall be in an aggregate minimum principal amount of $500,000 or in any integral multiple of $500,000 in excess thereof;
(3) nature of the proposed conversion or continuation; and
(4) if the resulting Advance is to be a LIBOR Advance, the duration of the requested Interest Period.
(c) If upon the expiration of any Interest Period applicable to any LIBOR Advances made to a BorrowerAdvances, such Borrower shall have timely failed to select a new Interest Period to be applicable to such LIBOR Advances or request to convert a LIBOR Advance into a Prime Rate AdvanceAdvances, such Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances.
(d) Any LIBOR Advances made to a Borrower shall (i) convert into Prime Rate Advances in the event that Streamline Period ceases to be in effect and (ii) shall, at Bank’s option, convert into Prime Rate Advances in the event that (Ai) an Event of Default existsor Default shall exist, or (B) (1ii) the aggregate principal amount of the Prime Rate Advances which have been previously converted to LIBOR Advances, or the aggregate principal amount of existing LIBOR Advances continued, as the case may be, at the beginning of an Interest Period, plus (2) the face amount of any outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve), Period shall at any time during such Interest Period exceed the lesser of the Revolving Line, minus the aggregate outstanding principal amount of Advances made to the other Borrower, and minus the face amount of any outstanding Letters of Credit issued by Bank for the account of the other Borrower (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve) or (ii) the US Borrower Borrowing Base or the Swiss Borrower Borrowing Base (as applicable for such Borrower). The applicable Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit charge the Designated Deposit Account of such Borrower or any other account such Borrower maintains with Bank) any amounts required to compensate Bank for any loss (including loss of anticipated profits), cost, or expense incurred by Bank as set forth in Section 3.6(c)Bank, as a result of the conversion of LIBOR Advances to Prime Rate Advances pursuant to this Section 3.5(d)any of the foregoing.
(e) 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 Advances, but the provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund the LIBOR Advances.
Appears in 1 contract
Samples: Loan and Security Agreement (Sonic Innovations Inc)
Conversion and Continuation Elections. (a) So long as (i1) no Event of Default or event which with notice, passage of time, or both would constitute an Event of Default exists; (ii2) neither Borrower no party hereto shall have sent any notice of termination of this Agreement; and (iii3) the applicable Borrower shall have complied with such customary procedures as Bank has established from time to time for a Borrower’s requests for LIBOR Advances, either Borrower may, upon irrevocable written notice to Bank:
(1i) elect to convert on any Business Day, Prime Rate Advances made in an amount equal to such Borrower $1,000,000 or any integral multiple of $100,000 in excess thereof into LIBOR Advances(provided that such Borrower may only elect to convert Advances consisting of Prime Rate Advances into LIBOR Advances at times when a Streamline Period is in effect)Advances;
(2ii) elect to continue on any Interest Payment Date any LIBOR Advances made to such Borrower maturing on such Interest Payment Date (provided or any part thereof in an amount equal to $1,000,000 or any integral multiple of $100,000 in excess thereof); provided, that such Borrower may only elect to continue Advances consisting if the aggregate amount of LIBOR Advances at times when a Streamline Period is in effect)shall have been reduced, by payment, prepayment, or conversion of part thereof, to be less than $1,000,000, such LIBOR Advances shall automatically convert into Prime Rate Advances; or
(3iii) elect to convert on any Interest Payment Date any LIBOR Advances made to such Borrower maturing on such Interest Payment Date (or any part thereof in an amount equal to $1,000,000 or any integral multiple of $100,000 in excess thereof) into Prime Rate Advances.
(b) The applicable Borrower shall deliver a Notice of Conversion/Continuation by electronic mail via Bank’s online banking program substantially in the form attached hereto as Exhibit B to be received by Bank prior to 12:00 p.m. 11:00 a.m. (Pacific time time) at least (i) at least three (3) Business Days in advance of the Conversion Date or Continuation Date, if any Advances made to such Borrower are to be converted into or continued as LIBOR Advances; and (ii) on one (1) Business Day in advance of the Conversion Date, if any Advances made to such Borrower are to be converted into Prime Rate Advances, in each case specifying thespecifying:
(1i) the proposed Conversion Date or Continuation Date;; EXECUTION COPY
(2ii) the aggregate amount of the Advances to be converted or continuedcontinued which, if any Advances are to be converted into or continued as LIBOR Advances, shall be in an aggregate minimum principal amount of $1,000,000 or in any integral multiple of $100,000 in excess thereof;
(3iii) nature of the proposed whether a conversion or continuationa continuation is proposed; and
(4iv) if the resulting Advance is to be a LIBOR Advance, the duration of the requested Interest Period.
(c) If upon the expiration of any Interest Period applicable to any LIBOR Advances made to a BorrowerAdvances, such Borrower shall have timely failed to select a new Interest Period to be applicable to such LIBOR Advances or request to convert a LIBOR Advance into a Prime Rate AdvanceAdvances, such Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances.
(d) Any LIBOR Advances made to a Borrower shall (i) convert into Prime Rate Advances in the event that Streamline Period ceases to be in effect and (ii) shall, at Bank’s option, convert into Prime Rate Advances in the event that (Ai) an Event of Default existsDefault, or event which with notice, the passage of time, or both would constitute an Event of Default, shall exist, (ii) the Agreement shall terminate, or (B) (1iii) the aggregate principal amount of the Prime Rate Advances which have been previously converted to LIBOR Advances, or the aggregate principal amount of existing LIBOR Advances continued, as the case may be, at the beginning of an Interest Period, plus (2) the face amount of any outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve), Period shall at any time during such Interest Period exceed the lesser of the Committed Revolving Line, minus the aggregate outstanding principal amount of Advances made to the other Borrower, and minus the face amount of any outstanding Letters of Credit issued by Bank for the account of the other Borrower (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve) or (ii) the US Borrower Borrowing Base or the Swiss Borrower Borrowing Base (as applicable for such Borrower). The applicable Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit charge the Designated Deposit Account of such Borrower or any other account such Borrower maintains with Bank) any amounts required to compensate Bank for any loss (including loss of anticipated profits), cost, or expense incurred by Bank as set forth in Section 3.6(c)Bank, as a result of the conversion of LIBOR Advances to Prime Rate Advances pursuant to any of the foregoing. Concurrently with any demand for compensation under this Section 3.5(d3.4(d), Bank will furnish Borrower with a statement setting forth the basis and amount of such request by Bank for such compensation. Determinations by Bank for purposes of this Section 3.4(d) of the amounts required to compensate Bank in respect of any loss, costs or expense incurred by Bank as a result of the conversion of LIBOR Advances to Prime Rate Advances pursuant to the circumstances set forth in Sections 3.4(d)(i)-(iii) shall be conclusive absent manifest error.
(e) 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 Advances, but the provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund the LIBOR Advances.
Appears in 1 contract
Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) neither Borrower shall not have sent any notice of termination of this Agreement; and (iii) the applicable Borrower shall have complied with such customary procedures as Bank has established from time to time for a Borrower’s requests for LIBOR Advances, either Borrower may, upon irrevocable written notice to Bank:
(1) elect to convert on any Business DayDay if Borrower is Borrowing Base Eligible, Prime Rate Account Advances made to such Borrower into LIBOR Advances(provided that such Borrower may only elect to convert Advances consisting of which are Prime Rate Advances into LIBOR Advances at times when a Streamline Period is in effect);Advances; or
(2) elect to continue on any Interest Payment Date any LIBOR Advances made to such Borrower maturing on such Interest Payment Date (provided that such Borrower may only elect to continue Advances consisting of LIBOR Advances at times when a Streamline Period is in effect); or
(3) elect to convert on any Interest Payment Date any LIBOR Advances made to such Borrower maturing on such Interest Payment Date into Prime Rate AdvancesDate.
(b) The applicable Borrower shall deliver a Notice of Conversion/Continuation by electronic mail via Bank’s online banking program in accordance with Section 10 to be received by Bank prior to 12:00 p.m. Pacific time (i) at least three (3) Business Days in advance of the Conversion Date or Continuation Date, if any Advances made to such Borrower are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances made to such Borrower are to be converted into Prime Rate Advances, in each case specifying the:
(1) proposed Conversion Date or Continuation Date;
(2) aggregate amount of the Advances to be converted or continued;
(3) nature of the proposed conversion or continuation; and
(4) if the resulting Advance is to be a LIBOR Advance, the duration of the requested Interest Period.
(c) If upon the expiration of any Interest Period applicable to any LIBOR Advances made to a BorrowerAdvances, such Borrower shall have timely failed to select a new Interest Period to be applicable to such LIBOR Advances or request to convert a LIBOR Advance into a Prime Rate AdvanceAdvances, such Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances.
(d) Any LIBOR Advances made to a Borrower shall (i) convert into Prime Rate Advances in the event that Streamline Period ceases to be in effect and (ii) shall, at Bank’s option, convert into Prime Rate Advances in the event that (Ai) an Event of Default existsshall exist, or (B) (1ii) the aggregate principal amount of the Prime Rate Advances which have been previously converted to LIBOR Advances, or the aggregate principal amount of existing LIBOR Advances continued, as the case may be, at the beginning of an Interest Period, plus (2) the face amount of any outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve), shall at any time during such Interest Period exceed the lesser of the Revolving Line, minus the aggregate outstanding principal amount of Advances made to the other Borrower, and minus the face amount of any outstanding Letters of Credit issued by Bank for the account of the other Borrower (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve) or (ii) the US Borrower Borrowing Base or the Swiss Borrower Borrowing Base (as applicable for such Borrower). The applicable Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit the Designated Deposit Account of such Borrower or any other account such Borrower maintains with Bank) any amounts required to compensate Bank for any loss (including loss of anticipated profits), cost, or expense incurred by Bank as set forth in Section 3.6(c), as a result of the conversion of LIBOR Advances to Prime Rate Advances pursuant to this Section 3.5(d).
(e) Notwithstanding anything to the contrary contained herein, Bank shall not be required to purchase Dollar deposits in the London interbank market or other applicable LIBOR market to fund any LIBOR Advances, but the provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund the LIBOR Advances.LIBOR
Appears in 1 contract
Conversion and Continuation Elections. (a) So long as (i) no Event of Default or Default exists; (ii) neither Borrower shall not have sent any notice of termination of this Agreement; and (iii) the applicable Borrower shall have complied with such customary procedures as Bank has established from time to time for a Borrower’s requests for LIBOR Advances, either Borrower may, upon irrevocable written notice to Bank:
(1) elect to convert on any Business Day, Prime Rate Advances made in an amount equal to such Borrower $500,000 or any integral multiple of $500,000 in excess thereof into LIBOR Advances(provided that such Borrower may only elect to convert Advances consisting of Prime Rate Advances into LIBOR Advances at times when a Streamline Period is in effect)Advances;
(2) elect to continue on any Interest Payment Date any LIBOR Advances made to such Borrower maturing on such Interest Payment Date (provided or any part thereof in an amount equal to $500,000 or any integral multiple of $500,000 in excess thereof); provided, that such Borrower may only elect to continue Advances consisting if the aggregate amount of LIBOR Advances at times when a Streamline Period is in effect)shall have been reduced, by payment, prepayment, or conversion of part thereof, to be less than $500,000, such LIBOR Advances shall automatically convert into Prime Rate Advances, and on and after such date the right of Borrower to continue such Advances as, and convert such Advances into, LIBOR Advances shall terminate; or
(3) elect to convert on any Interest Payment Date any LIBOR Advances made to such Borrower maturing on such Interest Payment Date (or any part thereof in an amount equal to $500,000 or any integral multiple of $500,000 in excess thereof) into Prime Rate Advances.
(b) The applicable Borrower shall deliver a Notice of Conversion/Continuation by electronic mail via Bank’s online banking program to be received by Bank prior to 12:00 p.m. 11:00 a.m. Pacific time at least (i) at least three (3) Business Days in advance of the Conversion Date or Continuation Date, if any Advances made to such Borrower are to be converted into or continued as LIBOR Advances; and (ii) on one (1) Business Day in advance of the Conversion Date, if any Advances made to such Borrower are to be converted into Prime Rate Advances, in each case specifying the:
(1) proposed Conversion Date or Continuation Date;; and
(2) aggregate amount of the Advances to be converted or continued;
(3) nature of the proposed conversion or continuation; and
(4) continued which, if the resulting Advance is any Advances are to be a converted into or continued as LIBOR AdvanceAdvances, the duration shall be in an aggregate minimum principal amount of the requested Interest Period$1,000,000 or in any integral multiple of $500,000 in excess thereof.
(c) If upon the expiration of any Interest Period applicable to any LIBOR Advances made to a BorrowerAdvances, such Borrower shall have timely failed to select a new Interest Period to be applicable to such LIBOR Advances or request to convert a LIBOR Advance into a Prime Rate AdvanceAdvances, such Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances.
(d) Any LIBOR Advances made to a Borrower shall (i) convert into Prime Rate Advances in the event that Streamline Period ceases to be in effect and (ii) shall, at Bank’s option, convert into Prime Rate Advances in the event that (Ai) an Event of Default existsor Default shall exist, or (B) (1ii) the aggregate principal amount of the Prime Rate Advances which have been previously converted to LIBOR Advances, or the aggregate principal amount of existing LIBOR Advances continued, as the case may be, at the beginning of an Interest Period, plus (2) the face amount of any outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve), Period shall at any time during such Interest Period exceed the lesser of the Revolving Line, minus the aggregate outstanding principal amount of Advances made to the other Borrower, and minus the face amount of any outstanding Letters of Credit issued by Bank for the account of the other Borrower (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve) or (ii) the US Borrower Borrowing Base or the Swiss Borrower Borrowing Base (as applicable for such Borrower)Availability Amount. The applicable Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit charge the Designated Deposit Account of such Borrower or any other account such Borrower maintains with Bank) any amounts required to compensate Bank for any loss (including loss of anticipated profits), cost, or expense incurred by Bank as set forth in Section 3.6(c)Bank, as a result of the conversion of LIBOR Advances to Prime Rate Advances pursuant to this Section 3.5(d)any of the foregoing.
(e) 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 Advances, but the provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund the LIBOR Advances.
Appears in 1 contract
Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) neither Borrower shall not have sent any notice of termination of this Agreement; and (iii) the applicable Borrower shall have complied with such customary procedures as Bank has established from time to time for a Borrower’s 's requests for LIBOR Advances, either Borrower may, upon irrevocable written notice to Bank:
(1) elect to convert on any Business Day, Prime Rate Advances made to such Borrower into LIBOR Advances(provided that such Borrower may only elect to convert Advances consisting of Prime Rate Advances into LIBOR Advances at times when a Streamline Period is in effect)Advances;
(2) elect to continue on any Interest Payment Date any LIBOR Advances made to such Borrower maturing on such Interest Payment Date (provided that such Borrower may only elect to continue Advances consisting of LIBOR Advances at times when a Streamline Period is in effect)Date; or
(3) elect to convert on any Interest Payment Date any LIBOR Advances made to such Borrower maturing on such Interest Payment Date into Prime Rate Advances.
(b) The applicable Borrower shall deliver a Notice of Conversion/Continuation by electronic mail via Bank’s online banking program to be received by Bank prior to 12:00 p.m. Pacific time (i) at least three (3) Business Days in advance of the Conversion Date or Continuation Date, if any Advances made to such Borrower are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances made to such Borrower are to be converted into Prime Rate Advances, in each case specifying the:
(1) proposed Conversion Date or Continuation Date;
(2) aggregate amount of the Advances to be converted or continued;
(3) nature of the proposed conversion or continuation; and
(4) if the resulting Advance is to be a LIBOR Advance, the duration of the requested Interest Period.
(c) If upon the expiration of any Interest Period applicable to any LIBOR Advances made to a BorrowerAdvances, such Borrower shall have timely failed to select a new Interest Period to be applicable to such LIBOR Advances or request to convert a LIBOR Advance into a Prime Rate Advance, such Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances.
(d) Any LIBOR Advances made to a Borrower shall (i) convert into Prime Rate Advances in the event that Streamline Period ceases to be in effect and (ii) shall, at Bank’s 's option, convert into Prime Rate Advances in the event that (Ai) an Event of Default exists, or (B) (1ii) the aggregate principal amount of the Prime Rate Advances which have been previously converted to LIBOR Advances, or the aggregate principal amount of existing LIBOR Advances continued, as the case may be, at the beginning of an Interest Period, plus (2) the face amount of any outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve), Period shall at any time during such Interest Period exceed exceeds the lesser of the Revolving Line, minus the aggregate outstanding principal amount of Advances made to the other Borrower, and minus the face amount of any outstanding Letters of Credit issued by Bank for the account of the other Borrower (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve) or (ii) the US Borrower Borrowing Base Line or the Swiss Borrower Borrowing Base (as applicable for such Borrower)Base. The applicable Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit the Designated Deposit Account of such Borrower or any other account such Borrower maintains with Bank) any amounts required to compensate Bank for any loss (including loss of anticipated profits), cost, or expense incurred by Bank as set forth in Section 3.6(c)Bank, as a result of the conversion of LIBOR Advances to Prime Rate Advances pursuant to this Section 3.5(d3.6(d).
(e) Notwithstanding anything to the contrary contained herein, Bank shall not be required to purchase Dollar deposits in the London interbank market or other applicable LIBOR market to fund any LIBOR Advances, but the provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund the LIBOR Advances.”
SECTION 1.09 Section 3.7
Appears in 1 contract
Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) neither Borrower shall not have sent any notice of termination of this Agreement; and (iii) the applicable Borrower shall have complied with such customary procedures as Bank has established from time to time for a Borrower’s requests for LIBOR Advances, either Borrower may, upon irrevocable written notice to Bank:
(1) elect to convert on any Business Day, Prime Rate Advances made to such Borrower into LIBOR Advances(provided that such Borrower may only elect to convert Advances consisting of Prime Rate Advances into LIBOR Advances at times when a Streamline Period is in effect)Advances;
(2) elect to continue on any Interest Payment Date any LIBOR Advances made to such Borrower maturing on such Interest Payment Date (provided that such Borrower may only elect to continue Advances consisting of LIBOR Advances at times when a Streamline Period is in effect)Date; or
(3) elect to convert on any Interest Payment Date any LIBOR Advances made to such Borrower maturing on such Interest Payment Date into Prime Rate Advances.
(b) The applicable Borrower shall deliver a Notice of Conversion/Continuation by electronic mail via Bank’s online banking program to be received by Bank prior to 12:00 p.m. Pacific time (i) at least three (3) Business Days in advance of the Conversion Date or Continuation Date, if any Advances made to such Borrower are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances made to such Borrower are to be converted into Prime Rate Advances, in each case specifying the:
(1) proposed Conversion Date or Continuation Date;
(2) aggregate amount of the Advances to be converted or continued;
(3) nature of the proposed conversion or continuation; and
(4) if the resulting Advance is to be a LIBOR Advance, the duration of the requested Interest Period.
(c) If upon the expiration of any Interest Period applicable to any LIBOR Advances made to a BorrowerAdvances, such Borrower shall have timely failed to select a new Interest Period to be applicable to such LIBOR Advances or request to convert a LIBOR Advance into a Prime Rate Advance, such Borrower shall be deemed to have elected (i) for any such Dollar Advances, to convert such LIBOR Advances into Prime Rate Advances, and (ii) for any such Optional Currency Advances, to, at Bank’s option, (A) renew such Optional Currency Advance as a one (1) month LIBOR Advance or (B) repay such Optional Currency Advance.
(d) Any LIBOR Advances made to a Borrower shall (i) convert into Prime Rate Advances in the event that Streamline Period ceases to be in effect and (ii) shall, at Bank’s option, convert into Prime Rate Advances in the event that (Ai) an Event of Default exists, or (B) (1ii) the aggregate principal amount of the Prime Rate Advances which have been previously converted to LIBOR Advances, or the aggregate principal amount of existing LIBOR Advances continued, as the case may be, at the beginning of an Interest Period, plus (2) the face amount of any outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve), Period shall at any time during such Interest Period exceed exceeds the lesser of the Revolving Line, minus the aggregate outstanding principal amount of Advances made to the other Borrower, and minus the face amount of any outstanding Letters of Credit issued by Bank for the account of the other Borrower (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve) or (ii) the US Borrower Borrowing Base Line or the Swiss Borrower Borrowing Base (as applicable for such Borrower)Base. The applicable Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit the Designated Deposit Account of such Borrower or any other account such Borrower maintains with Bank) any amounts required to compensate Bank for any loss (including loss of anticipated profits), cost, or expense incurred by Bank as set forth in Section 3.6(c)Bank, as a result of the conversion of LIBOR Advances to Prime Rate Advances pursuant to this Section 3.5(d3.6(d).
(e) Notwithstanding anything to the contrary contained herein, Bank shall not be required to purchase Dollar deposits in the London interbank market or other applicable LIBOR market to fund any LIBOR Advances, but the provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund the LIBOR Advances.
Appears in 1 contract
Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) neither Borrower shall not have sent any notice of termination of this Agreement; and (iii) the applicable Borrower shall have complied with such customary procedures as Bank has established from time to time for a Borrower’s requests for LIBOR Advances, either Borrower may, upon irrevocable written notice to Bank:
(1) elect to convert on any Business Day, Prime Rate Advances made to such Borrower into LIBOR Advances(provided that such Borrower may only elect to convert Advances consisting of Prime Rate Advances into LIBOR Advances at times when a Streamline Period is in effect)Advances;
(2) elect to continue on any Interest Payment Date any LIBOR Advances made to such Borrower maturing on such Interest Payment Date (provided that such Borrower may only elect to continue Advances consisting of LIBOR Advances at times when a Streamline Period is in effect)Date; or
(3) elect to convert on any Interest Payment Date any LIBOR Advances made to such Borrower maturing on such Interest Payment Date into Prime Rate Advances.
(b) The applicable Borrower shall deliver a Notice of Conversion/Continuation by electronic mail via Bank’s online banking program to be received by Bank prior to 12:00 p.m. noon Pacific time (i) at least three (3) Business Days in advance of the Conversion Date or Continuation Date, if any Advances made to such Borrower are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances made to such Borrower are to be converted into Prime Rate Advances, in each case specifying the:
(1) proposed Conversion Date or Continuation Date;
(2) aggregate amount of the Advances to be converted or continued;
(3) nature of the proposed conversion or continuation; and
(4) if the resulting Advance is to be a LIBOR Advance, the duration of the requested Interest Period.
(c) If upon the expiration of any Interest Period applicable to any LIBOR Advances made to a BorrowerAdvances, such Borrower shall have timely failed to select a new Interest Period to be applicable to such LIBOR Advances or request to convert a LIBOR Advance into a Prime Rate Advance, such Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances.
(d) Any LIBOR Advances made to a Borrower shall (i) convert into Prime Rate Advances in the event that Streamline Period ceases to be in effect and (ii) shall, at Bank’s option, convert into Prime Rate Advances in the event that (Ai) an Event of Default exists, or (B) (1ii) the aggregate principal amount of the Prime Rate Advances which have been previously converted to LIBOR Advances, or the aggregate principal amount of existing LIBOR Advances continued, as the case may be, at the beginning of an Interest Period, plus (2) the face amount of any outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve), Period shall at any time during such Interest Period exceed exceeds the lesser of the Revolving Line, minus the aggregate outstanding principal amount of Advances made to the other Borrower, and minus the face amount of any outstanding Letters of Credit issued by Bank for the account of the other Borrower (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve) or (ii) the US Borrower Borrowing Base Line or the Swiss Borrower Borrowing Base (as applicable for such Borrower)Base. The applicable Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit the Designated Deposit Account of such Borrower or any other account such Borrower maintains with Bank) any amounts required to compensate Bank for any loss (including loss of anticipated profits)loss, cost, or expense incurred by Bank as set forth in Section 3.6(c)Bank, as a result of the conversion of LIBOR Advances to Prime Rate Advances pursuant to this Section 3.5(d3.6(d).
(e) Notwithstanding anything to the contrary contained herein, Bank shall not be required to purchase Dollar deposits in the London interbank market or other applicable LIBOR market to fund any LIBOR Advances, but the provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund the LIBOR Advances.
Appears in 1 contract
Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) neither Borrower shall not have sent any notice of termination of this Agreement; and (iii) the applicable Borrower shall have complied with such customary procedures as Bank has established from time to time for a Borrower’s requests for LIBOR Advances, either Borrower may, upon irrevocable written notice to Bank:
(1) elect to convert on any Business Day, Prime Rate Advances made to such Borrower into LIBOR Advances(provided that such Borrower may only elect to convert Advances consisting of Prime Rate Advances into LIBOR Advances at times when a Streamline Period is in effect)Advances;
(2) elect to continue on any Interest Payment Date any LIBOR Advances made to such Borrower maturing on such Interest Payment Date (provided that such Borrower may only elect to continue Advances consisting of LIBOR Advances at times when a Streamline Period is in effect)Date; or
(3) elect to convert on any Interest Payment Date any LIBOR Advances made to such Borrower maturing on such Interest Payment Date into Prime Rate Advances.
(b) The applicable Borrower shall deliver a Notice of Conversion/Continuation by electronic mail via Bank’s online banking program to be received by Bank prior to 12:00 p.m. Pacific time (i) at least three (3) Business Days in advance of the Conversion Date or Continuation Date, if any Advances made to such Borrower are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances made to such Borrower are to be converted into Prime Rate Advances, in each case specifying the:
(1) proposed Conversion Date or Continuation Date;
(2) aggregate amount of the Advances to be converted or continued;
(3) nature of the proposed conversion or continuation; and
(4) if the resulting Advance is to be a LIBOR Advance, the duration of the requested Interest Period.
(c) If upon the expiration of any Interest Period applicable to any LIBOR Advances made to a BorrowerAdvances, such Borrower shall have timely failed to select a new Interest Period to be applicable to such LIBOR Advances or request to convert a LIBOR Advance into a Prime Rate Advance, such Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances.
(d) Any LIBOR Advances made to a Borrower shall (i) convert into Prime Rate Advances in the event that Streamline Period ceases to be in effect and (ii) shall, at Bank’s option, convert into Prime Rate Advances in the event that (Ai) an Event of Default exists, or (B) (1ii) the aggregate principal amount of the Prime Rate Advances which have been previously converted to LIBOR Advances, or the aggregate principal amount of existing LIBOR Advances continued, as the case may be, at the beginning of an Interest Period, plus (2) the face amount of any outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve), Period shall at any time during such Interest Period exceed exceeds the lesser of the Revolving Line, minus the aggregate outstanding principal amount of Advances made to the other Borrower, and minus the face amount of any outstanding Letters of Credit issued by Bank for the account of the other Borrower (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve) or (ii) the US Borrower Borrowing Base Line or the Swiss Borrower Borrowing Base (as applicable for such Borrower)Base. The applicable Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit the Designated Deposit Account of such Borrower or any other account such Borrower maintains with Bank) any amounts required to compensate Bank for any loss (including loss of anticipated profits), cost, or expense incurred by Bank as set forth in Section 3.6(c)Bank, as a result of the conversion of LIBOR Advances to Prime Rate Advances pursuant to this Section 3.5(d3.6(d).
(e) Notwithstanding anything to the contrary contained herein, Bank shall not be required to purchase Dollar deposits in the London interbank market or other applicable LIBOR market to fund any LIBOR Advances, but the provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund the LIBOR Advances.
Appears in 1 contract
Samples: Loan and Security Agreement (Peregrine Semiconductor Corp)
Conversion and Continuation Elections. (a) So long as (i) no Event of Default or Default exists; (ii) neither Borrower shall not have sent any notice of termination of this Agreement; and (iii) the applicable Borrower shall have complied with such customary procedures as Bank has established from time to time for a Borrower’s 's requests for LIBOR Advances, either Borrower may, upon irrevocable written notice to Bank:
(1) elect to convert on any Business Day, Prime Rate Advances made in an amount equal to such Borrower $500,000 or any integral multiple of $5000,000 in excess thereof into LIBOR Advances(provided that such Borrower may only elect to convert Advances consisting of Prime Rate Advances into LIBOR Advances at times when a Streamline Period is in effect)Advances;
(2) elect to continue on any Interest Payment Date any LIBOR Advances made to such Borrower maturing on such Interest Payment Date (provided or any part thereof in an amount equal to $500,000 or any integral multiple of $500,000 in excess thereof); provided, that such Borrower may only elect to continue Advances consisting if the aggregate amount of LIBOR Advances at times when a Streamline Period is in effect)shall have been reduced, by payment, prepayment, or conversion of part thereof, to be less than $500,000, such LIBOR Advances shall automatically convert into Prime Rate Advances, and on and after such date the right of Borrower to continue such Revolving Advances as, and convert such Revolving Advances into, LIBOR Advances shall terminate; or
(3) elect to convert on any Interest Payment Date any LIBOR Advances made to such Borrower maturing on such Interest Payment Date (or any part thereof in an amount equal to $500,000 or any integral multiple of $500,000 in excess thereof) into Prime Rate Advances.
(b) The applicable Borrower shall deliver a Notice of Conversion/Continuation by electronic mail via Bank’s online banking program in accordance with Section 10 to be received by Bank prior to 12:00 p.m. 11:00 a.m. Pacific time at least (i) at least three (3) Business Days in advance of the Conversion Date or Continuation Date, if any Revolving Advances made to such Borrower are to be converted into or continued as LIBOR Advances; and (ii) on one (1) Business Day in advance of the Conversion Date, if any Revolving Advances made to such Borrower are to be converted into Prime Rate Advances, in each case specifying the:
(1) proposed Conversion Date or Continuation Date;
(2) aggregate amount of the Revolving Advances to be converted or continuedcontinued which, if any Revolving Advances are to be converted into or continued as LIBOR Advances, shall be in an aggregate minimum principal amount of $500,000 or in any integral multiple of $500,000 in excess thereof;
(3) nature of the proposed conversion or continuation; and
(4) if the resulting Advance is to be a LIBOR Advance, the duration of the requested Interest Period.
(c) If upon the expiration of any Interest Period applicable to any LIBOR Advances made to a BorrowerAdvances, such Borrower shall have timely failed to select a new Interest Period to be applicable to such LIBOR Advances or request to convert a LIBOR Advance into a Prime Rate AdvanceAdvances, such Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances.
(d) . Any LIBOR Advances made to a Borrower shall (i) convert into Prime Rate Advances in the event that Streamline Period ceases to be in effect and (ii) shall, at Bank’s 's option, convert into Prime Rate Advances in the event that (Ai) an Event of Default existsor Default shall exist, or (B) (1ii) the aggregate principal amount of the Prime Rate Advances which have been previously converted to LIBOR Advances, or the aggregate principal amount of existing LIBOR Advances continued, as the case may be, at the beginning of an Interest Period, plus (2) the face amount of any outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve), Period shall at any time during such Interest Period exceed the lesser of the Committed Revolving Line, minus the aggregate outstanding principal amount of Advances made to the other Borrower, and minus the face amount of any outstanding Letters of Credit issued by Bank for the account of the other Borrower (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve) or (ii) the US Borrower Borrowing Base or the Swiss Borrower Borrowing Base (as applicable for such Borrower). The applicable Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit charge the Designated Deposit Account designated deposit account of such Borrower at Bank or any other account such Borrower maintains with Bank) any amounts required to compensate Bank for any loss (including loss of anticipated profits), cost, or expense incurred by Bank as set forth in Section 3.6(c)Bank, as a result of the conversion of LIBOR Advances to Prime Rate Advances pursuant to this Section 3.5(d).
(e) any of the foregoing. 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 Advances, but the provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund the LIBOR Advances.
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Samples: Loan Agreement (I Flow Corp /De/)
Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) neither Borrower shall not have sent any notice of termination of this Agreement; and (iii) the applicable Borrower shall have complied with such customary procedures procedures, applicable to Bank’s borrowers generally, as Bank has established from time to time for a Borrower’s requests for LIBOR Advances, either Borrower may, upon irrevocable written notice to Bank:
(1) elect to convert on any Business Day, Prime Rate Advances made to such Borrower into LIBOR Advances(provided that such Borrower may only elect to convert Advances consisting of Prime Rate Advances into LIBOR Advances at times when a Streamline Period is in effect)Advances;
(2) elect to continue on any Interest Payment Date any LIBOR Advances made to such Borrower maturing on such Interest Payment Date (provided that such Borrower may only elect to continue Advances consisting of LIBOR Advances at times when a Streamline Period is in effect)Date; or
(3) elect to convert on any Interest Payment Date any LIBOR Advances made to such Borrower maturing on such Interest Payment Date into Prime Rate Advances.
(b) The applicable Borrower shall deliver a Notice of Conversion/Continuation by electronic mail via Bank’s online banking program to be received by Bank prior to 12:00 p.m. Pacific Eastern time (i) at least three (3) Business Days in advance of the Conversion Date or Continuation Date, if any Advances made to such Borrower are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances made to such Borrower are to be converted into Prime Rate Advances, in each case specifying the:
(1) proposed Conversion Date or Continuation Date;
(2) aggregate amount of the Advances to be converted or continuedcontinued as LIBOR Advances;
(3) nature of the proposed conversion or continuation; and
(4) if the resulting Advance is to be a LIBOR Advance, the duration of the requested Interest Period.
(c) If upon the expiration of any Interest Period applicable to any LIBOR Advances made to a BorrowerAdvances, such Borrower shall have timely failed to timely select a new Interest Period to be applicable to such LIBOR Advances or request to convert a LIBOR Advance into a Prime Rate Advance, such Borrower shall be deemed to have elected elected, to convert such LIBOR Advances into Prime Rate Advances.
(d) Any LIBOR Advances made to a Borrower shall (i) convert into Prime Rate Advances in the event that Streamline Period ceases to be in effect and (ii) shall, at Bank’s option, convert into Prime Rate Advances in the event that (Ai) an Event of Default or Default exists, or (B) (1ii) the aggregate principal amount of the Prime Rate Advances which have been previously converted to LIBOR Advances, or the aggregate principal amount of existing LIBOR Advances continued, as the case may be, at the beginning of an Interest Period, plus (2) the face amount of any outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve), Period shall at any time during such Interest Period exceed the lesser of the Revolving Line, minus the aggregate outstanding principal amount of Advances made to the other Borrower, and minus the face amount of any outstanding Letters of Credit issued by Bank for the account of the other Borrower (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve) or (ii) the US Borrower Borrowing Base or the Swiss Borrower Borrowing Base (as applicable for such Borrower). The applicable Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit the Designated Deposit Account of such Borrower or any other account such Borrower maintains with Bank) any amounts required to compensate Bank for any loss (including loss of anticipated profits), cost, or expense incurred by Bank as set forth in Section 3.6(c)Bank, as a result of the conversion of LIBOR Advances to Prime Rate Advances pursuant to this Section 3.5(d).
(e) Notwithstanding anything to the contrary contained herein, Bank shall not be required to purchase Dollar deposits in the London interbank market or other applicable LIBOR market to fund any LIBOR Advances, but the provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund the LIBOR Advances.
Appears in 1 contract
Conversion and Continuation Elections. (a) So long as (i) no Event of Default or Default exists; (ii) neither Borrower shall not have sent any notice of termination of this Agreement; and (iii) the applicable Borrower shall have complied with such customary procedures as Bank has established from time to time for a Borrower’s requests for LIBOR Advances, either Borrower may, upon irrevocable written notice to Bank:
(1i) elect to convert on any Business Day, Prime Rate Advances made in an amount equal to such Borrower $500,000 or any integral multiple of $500,000 in excess thereof into LIBOR Advances(provided that such Borrower may only elect to convert Advances consisting of Prime Rate Advances into LIBOR Advances at times when a Streamline Period is in effect)Advances;
(2ii) elect to continue on any Interest Payment Date any LIBOR Advances made to such Borrower maturing on such Interest Payment Date (provided or any part thereof in an amount equal to $500,000 or any integral multiple of $500,000 in excess thereof); provided, that such Borrower may only elect to continue Advances consisting if the aggregate amount of LIBOR Advances at times when a Streamline Period is in effect)shall have been reduced, by payment, prepayment, or conversion of part thereof, to be less than $500,000, such LIBOR Advances shall automatically convert into Prime Rate Advances, and on and after such date the right of Borrower to continue such Advances as, and convert such Advances into, LIBOR Advances shall terminate; or
(3iii) elect to convert on any Interest Payment Date any LIBOR Advances made to such Borrower maturing on such Interest Payment Date (or any part thereof in an amount equal to $500,000 or any integral multiple of $500,000 in excess thereof) into Prime Rate Advances.
(b) The applicable Borrower shall deliver a Notice of Conversion/Continuation by electronic mail via Bank’s online banking program in accordance with Section 10 to be received by Bank prior to 12:00 p.m. 11:00 a.m. Pacific time at least (i) at least three (3) Business Days in advance of the Conversion Date or Continuation Date, if any Advances made to such Borrower are to be converted into or continued as LIBOR Advances; and (ii) on one (1) Business Day in advance of the Conversion Date, if any Advances made to such Borrower are to be converted into Prime Rate Advances, in each case specifying the:
(1i) proposed Conversion Date or Continuation Date;
(2ii) aggregate amount of the Advances to be converted or continuedcontinued which, if any Advances are to be converted into or continued as LIBOR Advances, shall be in an aggregate minimum principal amount of $500,000 or in any integral multiple of $500,000 in excess thereof;
(3iii) nature of the proposed conversion or continuation; and
(4iv) if the resulting Advance is to be a LIBOR Advance, the duration of the requested Interest Period.
(c) If upon the expiration of any Interest Period applicable to any LIBOR Advances made to a BorrowerAdvances, such Borrower shall have timely failed to select a new Interest Period to be applicable to such LIBOR Advances or request to convert a LIBOR Advance into a Prime Rate AdvanceAdvances, such Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances.
(d) Any LIBOR Advances made to a Borrower shall (i) convert into Prime Rate Advances in the event that Streamline Period ceases to be in effect and (ii) shall, at Bank’s option, convert into Prime Rate Advances in the event that (Ai) an Event of Default existsor Default shall exist, or (B) (1ii) the aggregate principal amount of the Prime Rate Advances which have been previously converted to LIBOR Advances, or the aggregate principal amount of existing LIBOR Advances continued, as the case may be, at the beginning of an Interest Period, plus (2) the face amount of any outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve), Period shall at any time during such Interest Period exceed the lesser of the Revolving Line, minus the aggregate outstanding principal amount of Advances made to the other Borrower, and minus the face amount of any outstanding Letters of Credit issued by Bank for the account of the other Borrower (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve) or (ii) the US Borrower Borrowing Base or the Swiss Borrower Borrowing Base (as applicable for such Borrower). The applicable Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit charge the Designated Deposit Account of such Borrower or any other account such Borrower maintains with Bank) any amounts required to compensate Bank for any loss (including loss of anticipated profits)loss, reasonable cost, or expense incurred by Bank as set forth in Section 3.6(c)Bank, as a result of the conversion of LIBOR Advances to Prime Rate Advances pursuant to any of the foregoing under clauses (i) and (ii) of this Section 3.5(d).
(e) 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 Advances, but the provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund the LIBOR Advances.
Appears in 1 contract
Samples: Loan and Security Agreement (Ista Pharmaceuticals Inc)
Conversion and Continuation Elections. (a) So long as (i) no Event of Default existsexists and is continuing; (ii) neither Borrower shall not have sent any notice of termination of this Agreement; and (iii) the applicable Borrower shall have complied with such customary procedures as Bank has established from time to time for a Borrower’s requests for LIBOR Advances, either Borrower may, upon irrevocable written notice to Bank:
(1) provided a Streamline Period is in effect, elect to convert on any Business Day, Prime Rate Advances made to such Borrower into LIBOR Advances(provided that such Borrower may only elect to convert Advances consisting of Prime Rate Advances into LIBOR Advances at times when Advances;
(2) provided a Streamline Period is in effect);
(2) , elect to continue on any Interest Payment Date any LIBOR Advances made to such Borrower maturing on such Interest Payment Date (provided that such Borrower may only elect to continue Advances consisting of LIBOR Advances at times when a Streamline Period is in effect)Date; or
(3) elect to convert on any Interest Payment Date any LIBOR Advances made to such Borrower maturing on such Interest Payment Date into Prime Rate Advances.
(b) The applicable Borrower shall deliver a Notice of Conversion/Continuation by electronic mail via Bank’s online banking program to be received by Bank prior to 12:00 p.m. Pacific time (i) at least three (3) Business Days in advance of the Conversion Date or Continuation Date, if any Advances made to such Borrower are to be converted into or continued as LIBOR Advances, provided that Advances may only be converted into or continued as LIBOR Advances when a Streamline Period is in effect; and (ii) on the Conversion Date, if any Advances made to such Borrower are to be converted into Prime Rate Advances, in each case specifying the:
(1) proposed Conversion Date or Continuation Date;
(2) aggregate amount of the Advances to be converted or continued;
(3) nature of the proposed conversion or continuation; and
(4) if the resulting Advance is to be a LIBOR Advance, the duration of the requested Interest Period.
(c) If upon the expiration of any Interest Period applicable to any LIBOR Advances made to a BorrowerAdvances, such Borrower shall have timely failed to select a new Interest Period to be applicable to such LIBOR Advances or request to convert a LIBOR Advance into a Prime Rate Advance, such Borrower shall be deemed to have elected for any such Advances, to convert such LIBOR Advances into Prime Rate Advances.
(d) Any LIBOR Advances made to a Borrower shall (i) convert into Prime Rate Advances in the event that Streamline Period ceases to be in effect and (ii) shall, at Bank’s option, convert into Prime Rate Advances in the event that (Ai) an Event of Default exists, (ii) a Streamline Period is not in effect, or (B) (1iii) the aggregate principal amount of the Prime Rate Advances which have been previously converted to LIBOR Advances, or the aggregate principal amount of existing LIBOR Advances continued, as the case may be, at the beginning of an Interest Period, plus (2) the face amount of any outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve), Period shall at any time during such Interest Period exceed exceeds the lesser of the Revolving Line, minus the aggregate outstanding principal amount of Advances made to the other Borrower, and minus the face amount of any outstanding Letters of Credit issued by Bank for the account of the other Borrower (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve) or (ii) the US Borrower Borrowing Base Line or the Swiss Borrower Borrowing Base (as applicable for such Borrower)Base. The applicable Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit the Designated Deposit Account of such Borrower or any other account such Borrower maintains with Bank) any amounts required to compensate Bank for any loss (including loss of anticipated profits), cost, or expense incurred by Bank as set forth in Section 3.6(c)Bank, as a result of the conversion of LIBOR Advances to Prime Rate Advances pursuant to this Section 3.5(d).
(e) Notwithstanding anything to the contrary contained herein, Bank shall not be required to purchase Dollar deposits in the London interbank market or other applicable LIBOR market to fund any LIBOR Advances, but the provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund the LIBOR Advances.
(f) Notwithstanding anything to the contrary contained in this Agreement, (i) upon the termination of a Streamline Period, Bank shall have the option in its sole and absolute discretion to convert all LIBOR Advances into Prime Rate Advances, and (ii) if a Streamline Period is not then in effect or an Event of Default has occurred and is continuing, no Advances may be borrowed as, converted to or continued as LIBOR Advances.
Appears in 1 contract
Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) neither Borrower shall not have sent any notice of termination of this Agreement; and (iii) the applicable Borrower shall have complied with such customary procedures as Bank has established from time to time for a Borrower’s requests for LIBOR Advances, either Borrower may, upon irrevocable written notice to Bank:
(1) elect to convert on any Business Day, Prime Rate Advances made to such Borrower into LIBOR Advances(provided that such Borrower may only elect to convert Advances consisting of Prime Rate Advances into LIBOR Advances at times when a Streamline Period is in effect)Advances;
(2) elect to continue on any Interest Payment Date any LIBOR Advances made to such Borrower maturing on such Interest Payment Date (provided that such Borrower may only elect to continue Advances consisting of LIBOR Advances at times when a Streamline Period is in effect)Date; or
(3) elect to convert on any Interest Payment Date any LIBOR Advances made to such Borrower maturing on such Interest Payment Date into Prime Rate Advances.
(b) The applicable Borrower shall deliver a Notice of Conversion/Continuation by electronic mail via Bank’s online banking program to be received by Bank prior to 12:00 p.m. Pacific time (i) at least three (3) Business Days in advance of the Conversion Date or Continuation Date, if the Term Loan, any Advances made to such Borrower or any Growth Capital Advances are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if the Term Loan, any Advances made to such Borrower or any Growth Capital Advances are to be converted into Prime Rate Advances, in each case specifying the:
(1) proposed Conversion Date or Continuation Date;
(2) aggregate amount of the Term Loan, Advances or Growth Capital Advances to be converted or continued;
(3) nature of the proposed conversion or continuation; and
(4) if the resulting Term Loan, Advance or Growth Capital Advance is to be a LIBOR Advance, the duration of the requested Interest Period.
(c) If upon the expiration of any Interest Period applicable to any LIBOR Advances made to a BorrowerAdvances, such Borrower shall have timely failed to select a new Interest Period to be applicable to such LIBOR Advances or request to convert a LIBOR Advance into a Prime Rate Advance, such Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances.
(d) Any LIBOR Advances made to a Borrower shall (i) convert into Prime Rate Advances in the event that Streamline Period ceases to be in effect and (ii) shall, at Bank’s option, convert into Prime Rate Advances in the event that (Ai) an Event of Default exists, or (B) (1ii) the aggregate principal amount of the Prime Rate Advances which have been previously converted to LIBOR Advances, or the aggregate principal amount of existing LIBOR Advances continued, as the case may be, but specifically excluding LIBOR Advances consisting of the Term Loan, at the beginning of an Interest Period, plus (2) the face amount of any outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve), Period shall at any time during such Interest Period exceed exceeds the lesser of the Revolving Line, minus the aggregate outstanding principal amount of Advances made to the other Borrower, and minus the face amount of any outstanding Letters of Credit issued by Bank for the account of the other Borrower (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve) or (ii) the US Borrower Borrowing Base Line or the Swiss Borrower Borrowing Base (as applicable for such Borrower)Base. The applicable Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit the Designated Deposit Account of such Borrower or any other account such Borrower maintains with Bank) any amounts required to compensate Bank for any loss (including loss of anticipated profits), cost, or expense incurred by Bank as set forth in Section 3.6(c)Bank, as a result of the conversion of LIBOR Advances to Prime Rate Advances pursuant to this Section 3.5(d).
(e) Notwithstanding anything to the contrary contained herein, Bank shall not be required to purchase Dollar deposits in the London interbank market or other applicable LIBOR market to fund any LIBOR Advances, but the provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund the LIBOR Advances.
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