Common use of Conversion and Continuation Elections Clause in Contracts

Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iv) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Advances, Borrower may, upon irrevocable written notice to Bank: (i) elect to convert on any Business Day, Prime Rate Advances into LIBOR Advances; (ii) elect to continue on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date; or (iii) elect to convert on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date into Prime Rate Advances. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereof. (b) Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail 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 are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances are to be converted into Prime Rate Advances, in each case specifying the: (i) proposed Conversion Date or Continuation Date; (ii) aggregate amount of the Advances to be converted or continued; (iii) nature of the proposed conversion or continuation; and (iv) 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, 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, Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances. (d) Any LIBOR Advances shall, at Bank’s option, immediately convert into Prime Rate Advances in the event that (i) an Event of Default exists, (ii) Borrower ceases to be Streamline Eligible, or (iii) 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 shall at any time during such Interest Period exceeds the lesser of the Revolving Line or the Borrowing Base. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit the Designated Deposit Account or any other account 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 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 3 contracts

Sources: Loan and Security Agreement, Loan and Security Agreement (Roku, Inc), Loan and Security Agreement (Roku, Inc)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iviii) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Advances, Borrower may, upon irrevocable written notice to Bank: (i1) elect to convert on any Business Day, Prime Rate Advances into LIBOR Advances; (ii2) elect to continue on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date; or (iii3) elect to convert on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date into Prime Rate Advances. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereof. (b) Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail to be received by Bank prior to 12:00 1:00 p.m. Pacific Eastern time (i) at least three (3) Business Days in advance of the Conversion Date or Continuation Date, if any Advances are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances are to be converted into Prime Rate Advances, in each case specifying the: (i1) proposed Conversion Date or Continuation Date; (ii2) aggregate amount of the Advances to be converted or continued; (iii3) nature of the proposed conversion or continuation; and (iv4) 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, 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, Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances. (d) Any LIBOR Advances shall, at Bank’s option, immediately convert into Prime Rate Advances in the event that (i) an Event of Default exists, or (ii) Borrower ceases to be Streamline Eligible, or (iii) 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 shall at any time during such Interest Period exceeds the lesser of the Revolving Line or the Borrowing BaseLine. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit the Designated Deposit Account or any other account Borrower maintains with BankBank (other than accounts designated solely for, and used exclusively for, payroll)) any amounts required to compensate Bank for any loss (including loss of anticipated profits), cost, or expense incurred by 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 3 contracts

Sources: Loan and Security Agreement, Loan and Security Agreement (Brightcove Inc), Loan and Security Agreement (Brightcove Inc)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iviii) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Advances, Borrower may, upon irrevocable written notice to Bank: (i1) elect to convert on any Business Day, Prime Rate Advances into LIBOR Advances; (ii2) elect to continue on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date; or (iii3) elect to convert on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date into Prime Rate Advances. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereof. (b) Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail 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 are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances are to be converted into Prime Rate Advances, in each case specifying the: (i1) proposed Conversion Date or Continuation Date; (ii2) aggregate amount of the Advances to be converted or continued; (iii3) nature of the proposed conversion or continuation; and (iv4) 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, 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, Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances. (d) Any LIBOR Advances shall, at Bank’s option, immediately convert into Prime Rate Advances in the event that (i) an Event of Default exists, or (ii) Borrower ceases to be Streamline Eligible, or (iii) 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 shall at any time during such Interest Period exceeds the lesser of the Revolving Line or the Borrowing Base. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit the Designated Deposit Account or any other account 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 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 2 contracts

Sources: Loan and Security Agreement (Appian Corp), Loan and Security Agreement (Synacor, Inc.)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iviii) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Advances, Borrower may, upon irrevocable written notice to Bank: (i1) elect to convert on any Business Day, Prime Rate Advances into LIBOR AdvancesAdvances (provided that Borrower may only elect to convert Advances consisting of Prime Rate Advances into LIBOR Advances at times when a Streamline Period is in effect); (ii2) elect to continue on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment DateDate (provided that Borrower may only elect to continue Advances consisting of LIBOR Advances at times when a Streamline Period is in effect); or (iii3) elect to convert on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date into Prime Rate Advances. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereof. (b) Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail 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 Credit Extensions are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances Credit Extensions are to be converted into Prime Rate Advances, in each case specifying the: (i1) proposed Conversion Date or Continuation Date; (ii2) aggregate amount of the Advances Credit Extension to be converted or continued; (iii3) nature of the proposed conversion or continuation; and (iv4) 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, 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, Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances. (d) Any LIBOR Advances shallshall (i) with respect to Advances only, at Bank’s option, immediately convert into Prime Rate Advances in the event that (i) an Event of Default existsStreamline Period ceases to be in effect, (ii) Borrower ceases with respect to be Streamline EligibleAdvances only, or (iii) at Bank’s option, convert into Prime Rate Advances in the event that 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 shall at any time during such Interest Period exceeds the lesser of the Revolving Line or the Borrowing BaseBase and (iii) with respect to all LIBOR Advances, at Bank’s option, convert into Prime Rate Advances in the event that an Event of Default exists. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit the Designated Deposit Account or any other account 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 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 2 contracts

Sources: Loan and Security Agreement (Basis Global Technologies, Inc.), Loan and Security Agreement (Basis Global Technologies, Inc.)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iviii) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Advances, Borrower may, upon irrevocable written notice to Bank: (i1) elect to convert on any Business Day, Prime Rate Advances into LIBOR Advances; (ii2) elect to continue on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date; or (iii3) elect to convert on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date into Prime Rate Advances. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereof. (b) Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail 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 are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances are to be converted into Prime Rate Advances, in each case specifying the: (i1) proposed Conversion Date or Continuation Date; (ii2) aggregate amount of the Advances to be converted or continued; (iii3) nature of the proposed conversion or continuation; and (iv4) 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, 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, Borrower shall be deemed to have elected for any such LIBOR Advances, to convert such LIBOR Advances into Prime Rate Advances. (d) Any LIBOR Advances shall, at Bank’s option, immediately convert into Prime Rate Advances in the event that (i) an Event of Default exists, or (ii) Borrower ceases to be Streamline Eligible, or (iii) 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 shall at any time during such Interest Period exceeds the lesser of the Revolving Line or the Borrowing BaseAvailability Amount. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit the Designated Deposit Account or any other account 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 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 2 contracts

Sources: Loan and Security Agreement, Loan and Security Agreement (Tenable Holdings, Inc.)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iviii) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Advances, Borrower may, upon irrevocable written notice to Bank: (i1) elect to convert on any Business Day, Prime Rate Advances into LIBOR Advances; (ii2) elect to continue on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date; or (iii3) elect to convert on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date into Prime Rate Advances. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereof. (b) Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail 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 are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances are to be converted into Prime Rate Advances, in each case specifying the: (i1) proposed Conversion Date or Continuation Date; (ii2) aggregate amount of the Advances to be converted or continued; (iii3) nature of the proposed conversion or continuation; and (iv4) 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, 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, Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances. (d) Any LIBOR Advances shall, at Bank’s option, immediately convert into Prime Rate Advances in the event that (i) an Event of Default exists, or (ii) Borrower ceases to be Streamline Eligible, or (iii) 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 shall at any time during such Interest Period exceeds the lesser of the Revolving Line or the Borrowing Base. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit the Designated Deposit Account or any other account 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 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 2 contracts

Sources: Loan and Security Agreement (Marin Software Inc), Loan and Security Agreement (Control4 Corp)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default or Default exists; (ii) Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iviii) Borrower shall have complied with such customary procedures as Bank has established from time to time upon notice to Borrower for Borrower’s requests for LIBOR AdvancesCredit Extensions, Borrower may, upon irrevocable written notice to Bank: (i1) elect to convert on any Business Day, Prime Rate Advances Credit Extensions in an amount equal to One Million Dollars ($1,000,000.00) or any integral multiple of One Million Dollars ($1,000,000.00) in excess thereof into LIBOR AdvancesCredit Extensions; (ii2) elect to continue on any Interest Payment Date any LIBOR Advances Credit Extensions maturing on such Interest Payment DateDate (or any part thereof in an amount equal to One Million Dollars ($1,000,000.00) or any integral multiple of One Million Dollars ($1,000,000.00) in excess thereof); provided, that if the aggregate amount of LIBOR Credit Extensions shall have been reduced, by payment, prepayment, or conversion of part thereof, to be less than One Million Dollars ($1,000,000.00), such LIBOR Credit Extensions shall automatically convert into Prime Rate Credit Extensions, and on and after such date the right of Borrower to continue such Credit Extensions as, and convert such Credit Extensions into, LIBOR Credit Extensions shall terminate; or (iii3) elect to convert on any Interest Payment Date any LIBOR Advances Credit Extensions maturing on such Interest Payment Date (or any part thereof in an amount equal to One Million Dollars ($1,000,000.00) or any integral multiple of One Million Dollars ($1,000,000.00) in excess thereof) into Prime Rate Advances. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereofCredit Extensions. (b) Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail 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 Credit Extensions are to be converted into or continued as LIBOR AdvancesCredit Extensions; and (ii) on one (1) Business Day in advance of the Conversion Date, if any Advances Credit Extensions are to be converted into Prime Rate AdvancesCredit Extensions, in each case specifying the: (i1) proposed Conversion Date or Continuation Date; (ii2) aggregate amount of the Advances Credit Extensions to be converted or continuedcontinued which, if any Credit Extensions are to be converted into or continued as LIBOR Credit Extensions, shall be in an aggregate minimum principal amount of One Million Dollars ($1,000,000.00) or in any integral multiple of One Million Dollars ($1,000,000.00) in excess thereof; (iii3) nature of the proposed conversion or continuation; and (iv4) 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 AdvancesCredit Extensions, 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 AdvanceCredit Extensions, Borrower shall be deemed to have elected to convert such LIBOR Advances Credit Extensions into Prime Rate AdvancesCredit Extensions. (d) Any LIBOR Advances Credit Extensions shall, at Bank’s option, immediately convert into Prime Rate Advances Credit Extensions in the event that (i) an Event of Default exists, (ii) Borrower ceases to be Streamline Eligibleor Default shall exist, or (iiiii) the aggregate principal amount of the Prime Rate Advances Credit Extensions which have been previously converted to LIBOR AdvancesCredit Extensions, or the aggregate principal amount of existing LIBOR Advances Credit Extensions continued, as the case may be, at the beginning of an Interest Period shall at any time during such Interest Period exceeds the lesser of exceed the Revolving Line or the Borrowing BaseLine. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit charge the Designated Deposit Account or any other account (other than any payroll, trust, or escrow accounts) 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 a result of the conversion of LIBOR Advances Credit Extensions to Prime Rate Advances Credit Extensions 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 AdvancesCredit Extensions, but the provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund the LIBOR AdvancesCredit Extensions.

Appears in 2 contracts

Sources: Loan and Security Agreement (Enernoc Inc), Loan and Security Agreement (Enernoc Inc)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iviii) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Advances, Borrower may, upon irrevocable written notice to Bank: (i1) elect to convert on any Business Day, Prime Rate Advances in an amount equal to $1,000,000 or any integral multiple of $500,000 in excess thereof into LIBOR Advances; (ii2) elect to continue on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment DateDate (or any part thereof in an amount equal to $1,000,000 or any integral multiple of $500,000 in excess thereof); provided, that if the aggregate amount of LIBOR Advances 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 (iii3) elect to convert on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date (or any part thereof in an amount equal to $1,000,000 or any integral multiple of $500,000 in excess thereof) into Prime Rate Advances. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereof. (b) Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail 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 are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances are to be converted into Prime Rate Advances, in each case specifying the: (i1) proposed Conversion Date or Continuation Date; (ii2) 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 $500,000 in excess thereof; (iii3) nature of the proposed conversion or continuation; and (iv4) 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, 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, Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances. (d) Any LIBOR Advances shall, at Bank’s option, immediately convert into Prime Rate Advances in the event that (i) an Event of Default exists, (ii) Borrower ceases to be Streamline Eligibleshall exist, or (iiiii) 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 shall at any time during such Interest Period exceeds the lesser of exceed the Revolving Line or the Borrowing BaseLine. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit charge the Designated Deposit Account or any other account 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 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 2 contracts

Sources: Loan Modification Agreement, Loan Modification Agreement (Medidata Solutions, Inc.)

Conversion and Continuation Elections. (a) So long as (ix) no Event of Default exists; (iiy) Borrower is Streamline Eligible, (iii) Borrower Borrowers shall not have sent any notice of termination of this Agreement; and (ivz) Borrower Borrowers shall have complied with such customary procedures as Bank has established from time to time for Borrower’s Borrowers’ requests for LIBOR Advances, Borrower Borrowers may, upon irrevocable written notice to Bank: (i) elect to convert on any Business Day, Prime Rate Advances into LIBOR Advances; (ii) elect to continue on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date; or (iii) elect to convert on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date into Prime Rate Advances. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereof. (b) Borrower Borrowers shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail accordance with Section 10 to be received by Bank prior to 12:00 p.m. Pacific time (ix) at least three (3) Business Days in advance of the Conversion Date or Continuation Date, if any Advances are to be converted into or continued as LIBOR Advances; and (iiy) on the Conversion Date, if any Advances are to be converted into Prime Rate Advances, in each case specifying the: (i) proposed Conversion Date or Continuation Date; (ii) aggregate amount of the Advances to be converted or continued; (iii) nature of the proposed conversion or continuation; and (iv) 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, Borrower Borrowers 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, Borrower Borrowers shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advancesan Interest Period of one (1) month. (d) Any LIBOR Advances shall, at Bank’s option, immediately convert into Prime Rate Advances in the event that (i) an Event of Default exists, (ii) Borrower ceases to be Streamline Eligibleshall exist, or (iiiii) 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 shall at any time during such Interest Period exceeds the lesser of exceed the Revolving Line or the Borrowing BaseLine. Borrower agrees Borrowers agree to pay Bank, upon demand by Bank (or Bank may, at its option, debit charge the Designated Deposit Account or any other account 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 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 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 2 contracts

Sources: Loan and Security Agreement (Aviat Networks, Inc.), Loan and Security Agreement (Aviat Networks, Inc.)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default existsexists and is continuing; (ii) Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iviii) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Advances, Borrower may, upon irrevocable written notice to Bank: (i1) elect to convert on any Business Day, Prime Rate Advances into LIBOR Advances; (ii2) elect to continue on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date; or (iii3) elect to convert on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date into Prime Rate Advances. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereof. (b) Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail 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 are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances are to be converted into Prime Rate Advances, in each case specifying the: (i1) proposed Conversion Date or Continuation Date; (ii2) aggregate amount of the Advances to be converted or continued; (iii3) nature of the proposed conversion or continuation; and (iv4) 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, 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, Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances. (d) Any LIBOR Advances shall, at Bank’s option, immediately convert into Prime Rate Advances in the event that (i) an Event of Default exists, or (ii) Borrower ceases to be Streamline Eligible, or (iii) 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 shall at any time during such Interest Period exceeds the lesser of the Revolving Line or the Borrowing Base. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit the Designated Deposit Account or any other account 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 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 2 contracts

Sources: Loan and Security Agreement (Aerohive Networks, Inc), Loan and Security Agreement (Aerohive Networks, Inc)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iviii) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Advances, Borrower may, upon irrevocable written notice to Bank: (i1) elect to convert on any Business Day, Prime Rate Advances into LIBOR Advances; (ii2) elect to continue on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date; or (iii3) elect to convert on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date into Prime Rate Advances. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereof. (b) Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail 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 Credit Extensions are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances Credit Extensions are to be converted into Prime Rate Advances, in each case specifying the: (i1) proposed Conversion Date or Continuation Date; (ii2) aggregate amount of the Advances Credit Extensions to be converted or continued; (iii3) nature of the proposed conversion or continuation; and (iv4) 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, 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, Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances. (d) Any LIBOR Advances shall, at Bank’s option, immediately convert into Prime Rate Advances in the event that (i) an Event of Default exists, or (ii) Borrower ceases to be Streamline Eligible, or (iii) 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 shall at any time during such Interest Period exceeds the lesser of the Revolving Line or the Borrowing BaseAvailability Amount. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit the Designated Deposit Account or any other account 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 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 2 contracts

Sources: Loan and Security Agreement, Loan and Security Agreement (Impinj Inc)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iviii) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Advances, Borrower may, upon irrevocable written notice to Bank: (i1) elect to convert on any Business Day, Prime Rate Advances into LIBOR Advances; (ii2) elect to continue on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date; or (iii3) elect to convert on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date into Prime Rate Advances. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereof. (b) Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail 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 Term Loan Advances are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Term Loan Advances are to be converted into Prime Rate Advances, in each case specifying the: (i1) proposed Conversion Date or Continuation Date; (ii2) aggregate amount of the Term Loan Advances to be converted or continued; (iii3) nature of the proposed conversion or continuation; and (iv4) 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, 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, Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances. (d) Any LIBOR Advances shall, at Bank’s option, immediately convert into Prime Rate Advances in the event that (i) an Event of Default exists, (ii) Borrower ceases to be Streamline Eligible, or (iii) 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 shall at any time during such Interest Period exceeds the lesser of the Revolving Line or the Borrowing Base. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit the Designated Deposit Account or any other account 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 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 2 contracts

Sources: Subordinated Loan and Security Agreement (Roku, Inc), Subordinated Loan and Security Agreement (Roku, Inc)

Conversion and Continuation Elections. (a) So long as (i1) no Event of Default or Default exists; (ii) Borrower is Streamline Eligible, (iii2) Borrower shall not have sent any notice of termination of this Agreement; and (iv3) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR AdvancesCredit Extensions, Borrower may, upon irrevocable written notice to Bank: (i) elect to convert on any Business Day, Prime Rate Advances Credit Extensions in an amount equal to $1,000,000 or any integral multiple of $500,000 in excess thereof into LIBOR AdvancesCredit Extensions; (ii) elect to continue on any Interest Payment Date any LIBOR Advances Credit Extensions maturing on such Interest Payment DateDate (or any part thereof in an amount equal to $1,000,000 or any integral multiple of $500,000 in excess thereof); provided, that if the aggregate amount of LIBOR Credit Extensions shall have been reduced, by payment, prepayment, or conversion of part thereof, to be less than $1,000,000, such LIBOR Credit Extensions shall automatically convert into Prime Rate Credit Extensions, and on and after such date the right of Borrower to continue such Credit Extensions as, and convert such Credit Extensions into, LIBOR Credit Extensions shall terminate; or (iii) elect to convert on any Interest Payment Date any LIBOR Advances Credit Extensions maturing on such Interest Payment Date (or any part thereof in an amount equal to $1,000,000 or any integral multiple of $500,000 in excess thereof) into Prime Rate Advances. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereofCredit Extensions. (b) Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail 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 Credit Extensions are to be converted into or continued as LIBOR AdvancesCredit Extensions; and (ii) on one (1) Business Day in advance of the Conversion Date, if any Advances Credit Extensions are to be converted into Prime Rate AdvancesCredit Extensions, in each case specifying the: (i) proposed Conversion Date or Continuation Date; (ii) aggregate amount of the Advances Credit Extensions to be converted or continuedcontinued which, if any Credit Extensions are to be converted into or continued as LIBOR Credit Extensions, shall be in an aggregate minimum principal amount of $1,000,000 or in any integral multiple of $500,000 in excess thereof; (iii) nature of the proposed conversion or continuation; and (iv) 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 AdvancesCredit Extensions, 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 AdvanceCredit Extensions, Borrower shall be deemed to have elected to convert such LIBOR Advances Credit Extensions into Prime Rate AdvancesCredit Extensions. (d) Any LIBOR Advances Credit Extensions shall, at Bank’s option, immediately convert into Prime Rate Advances Credit Extensions in the event that (i) an Event of Default exists, (ii) Borrower ceases to be Streamline Eligibleor Default shall exist, or (iiiii) the aggregate principal amount of the Prime Rate Advances Credit Extensions which have been previously converted to LIBOR AdvancesCredit Extensions, or the aggregate principal amount of existing LIBOR Advances Credit Extensions continued, as the case may be, at the beginning of an Interest Period shall at any time during such Interest Period exceeds the lesser of exceed the Revolving Line or the Borrowing BaseLine. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit charge the Designated Deposit Account or any other account 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 a result of the conversion of LIBOR Advances Credit Extensions to Prime Rate Advances Credit Extensions 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 AdvancesCredit Extensions, but the provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund the LIBOR AdvancesCredit Extensions.

Appears in 2 contracts

Sources: Loan and Security Agreement (Radisys Corp), Loan and Security Agreement (Radisys Corp)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) The Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iv) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Advances, Borrower may, may upon irrevocable (subject to subsection 10.2(c) and Section 10.5) written notice to Bank: (ithe Agent in accordance with subsection 1.6(b) elect to convert on any Business Day, Prime any Base Rate Advances Loans into LIBOR Advances; (ii) Rate Loans or elect to continue on any the last day of the applicable Interest Payment Date Period any LIBOR Advances Rate Loans having Interest Periods maturing on such Interest Payment Date; or (iii) elect to convert on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date into Prime Rate Advances. If Borrower ceases to be Streamline Eligibleday, in each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d)instance, and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereofin whole or in part in an amount not less than $100,000, or that is in an integral multiple of $50,000 in excess thereof. (b) The Borrower shall deliver a Notice of ConversionContinuation/Continuation in the form of Exhibit F by electronic mail Conversion to be received by Bank prior to 12:00 p.m. Pacific time the Agent not later than 11:00 a.m. (iChicago time) at least three (3) Business Days in advance of the requested Conversion Date or Continuation Datecontinuation date, if any Advances are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances are to be converted into Prime Rate Advances, in each case specifying thespecifying: (i) the proposed Conversion Date or Continuation Datecontinuation date; (ii) the aggregate amount of the Advances Loans to be converted or continued;; and (iii) nature of the proposed conversion or continuation; and (iv) if the resulting Advance is to be a LIBOR Advance, the duration of the requested Interest PeriodPeriod with respect to the Loans to be converted or continued as LIBOR Rate Loans. (c) If upon the expiration of any Interest Period applicable to any LIBOR AdvancesRate Loans, the Borrower shall have timely has failed to select timely a new Interest Period to be applicable to such LIBOR Advances Rate Loans or request to convert a LIBOR Advance into a Prime Rate Advanceif any Event of Default shall then exist, the Borrower shall be deemed to have elected to convert such LIBOR Advances Rate Loans into Prime Base Rate AdvancesLoans effective as of the expiration date of such current Interest Period. (d) Any LIBOR Advances shallUpon receipt of a Notice of Continuation/Conversion, at Bank’s optionthe Agent will promptly notify each Lender thereof. In addition, immediately convert into Prime Rate Advances in the event Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of LIBOR; provided that (i) an Event any failure to do so shall not relieve the Borrower of Default exists, (ii) Borrower ceases any liability hereunder or provide the basis for any claim against the Agent. All conversions and continuations shall be made pro rata according to be Streamline Eligible, or (iii) the aggregate respective outstanding principal amount amounts of the Prime Rate Advances Loans held by each Lender with respect to 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 shall at any time during such Interest Period exceeds the lesser of the Revolving Line or the Borrowing Base. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit the Designated Deposit Account or any other account 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 a result of the conversion of LIBOR Advances to Prime Rate Advances pursuant to this Section 3.5(d)notice was given. (e) Unless the Required Lenders shall otherwise agree, during the existence of an Event of Default, the Borrower may not elect to have a Loan converted into or continued as a LIBOR Rate Loan. (f) Notwithstanding anything any other provision contained in this Agreement, after giving effect to the contrary contained hereinany Borrowing, Bank or to any continuation or conversion of any Loans, there shall not be required more than eight (8) different Interest Periods in effect. LIBOR Rate Loans that shall have been evidenced by the Original Credit Agreement and remain outstanding as of the Restatement Effective Date shall continue as LIBOR Rate Loans hereunder and the Interest Periods relating thereto shall continue as Interest Periods hereunder. (g) Notwithstanding anything herein to purchase Dollar deposits in the London interbank market contrary, Swing Line Loans shall at all times be Base Rate Loans and no Swing Line Loans may be borrowed as, or other applicable converted into, a 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 AdvancesRate Loan.

Appears in 2 contracts

Sources: Credit Agreement (Panther Expedited Services, Inc.), Credit Agreement (Panther Expedited Services, Inc.)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) The Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iv) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Advances, Borrower may, may upon irrevocable (subject to subsection 10.2(c) and Section 10.5) written notice to Bank: (ithe Agent in accordance with subsection 1.6(b) elect to convert on any Business Day, Prime any Base Rate Advances Loans into LIBOR Advances; (ii) Rate Loans or elect to continue on any the last day of the applicable Interest Payment Date Period any LIBOR Advances Rate Loans having Interest Periods maturing on such Interest Payment Date; or (iii) elect to convert on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date into Prime Rate Advances. If Borrower ceases to be Streamline Eligibleday, in each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d)instance, and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereofin whole or in part in an amount not less than $100,000, or that is in an integral multiple of $50,000 in excess thereof. (b) The Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail to be received by Bank prior to 12:00 p.m. Pacific time the Agent not later than 11:00 a.m. (iChicago time) at least three (3) Business Days in advance of the requested Conversion Date or Continuation Datecontinuation date, if any Advances are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances are to be converted into Prime Rate Advances, in each case specifying thespecifying: (i) the proposed Conversion Date or Continuation Datecontinuation date; (ii) the aggregate amount of the Advances Loans to be converted or continued;; and (iii) nature of the proposed conversion or continuation; and (iv) if the resulting Advance is to be a LIBOR Advance, the duration of the requested Interest PeriodPeriod with respect to the Loans to be converted or continued as LIBOR Rate Loans. (c) If upon the expiration of any Interest Period applicable to any LIBOR AdvancesRate Loans, the Borrower shall have timely has failed to select timely a new Interest Period to be applicable to such LIBOR Advances Rate Loans or request to convert a LIBOR Advance into a Prime Rate Advanceif any Event of Default shall then exist, the Borrower shall be deemed to have elected to convert such LIBOR Advances Rate Loans into Prime Base Rate AdvancesLoans effective as of the expiration date of such current Interest Period. (d) Any Upon receipt of a Notice of Conversion/Continuation, the Agent will promptly notify each Lender thereof. In addition, the Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of a LIBOR Advances shall, at Bank’s option, immediately convert into Prime Rate Advances in Rate; provided that any failure to do so shall not relieve the event that (i) an Event Borrower of Default exists, (ii) Borrower ceases any liability hereunder or provide the basis for any claim against the Agent. All conversions and continuations shall be made pro rata according to be Streamline Eligible, or (iii) the aggregate respective outstanding principal amount amounts of the Prime Rate Advances Loans with respect to 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 shall at any time during such Interest Period exceeds the lesser of the Revolving Line or the Borrowing Base. Borrower agrees to pay Bank, upon demand notice was given held by Bank (or Bank may, at its option, debit the Designated Deposit Account or any other account 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 a result of the conversion of LIBOR Advances to Prime Rate Advances pursuant to this Section 3.5(d)each Lender. (e) Unless the Agent or Required Lenders shall otherwise agree, during the existence of an Event of Default, the Borrower may not elect to have a Loan converted into or continued after the expiration date of the current Interest Period of such Loan as a LIBOR Rate Loan. (f) Notwithstanding anything any other provision contained in this Agreement, after giving effect to the contrary contained hereinany Borrowing, Bank or to any continuation or conversion of any Loans, there shall not be required to purchase Dollar deposits more than ten (10) different Interest Periods 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 Advanceseffect.

Appears in 1 contract

Sources: Credit Agreement (True Temper Sports Inc)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iviii) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Advances, Borrower may, upon irrevocable written notice to Bank: (i1) elect to convert on any Business Day, Prime Rate Advances into LIBOR Advances; (ii2) elect to continue on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date; or (iii3) elect to convert on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date into Prime Rate Advances. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(dAdvances (provided that clauses (i), (ii) and Borrower (iii) above shall pay not apply to Bank any fees and/or payments due pursuant to Section 3.6(c) hereofthis clause (3)). (b) Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail 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 are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances are to be converted into Prime Rate Advances, in each case specifying the: (i1) proposed Conversion Date or Continuation Date; (ii2) aggregate amount of the Advances to be converted or continued; (iii3) nature of the proposed conversion or continuation; and (iv4) 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, 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, Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances. (d) Any LIBOR Advances shall, at Bank’s option, immediately convert into Prime Rate Advances in the event that (i) Borrower fails to maintain the Streamline Threshold and a Streamline Period is no longer in effect, (ii) an Event of Default exists, (ii) Borrower ceases to be Streamline Eligible, or (iii) 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 shall at any time during such Interest Period exceeds exceed the lesser of the Revolving Line or the Borrowing Base. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit the Designated Deposit Account or any other account 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 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

Sources: Loan and Security Agreement (Aspen Aerogels Inc)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iv) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Advances, Either Borrower may, upon irrevocable written notice to Bank:the Agent in accordance with SUBSECTION 3.2(B): (i) elect to convert on elect, as of any Business Day, Prime in the case of Reference Rate Advances Loans (other than Reference Rate Loans made at a Borrowing Base advance rate in excess of 65%) to convert any such Loans (or any part thereof) into LIBOR Advances;Rate Loans; or (ii) elect elect, as of the last day of any Interest Period applicable thereto, to continue on any Interest Payment Date to maintain as LIBOR Rate Loans any LIBOR Advances maturing Rate Loans to such Borrower having Interest Periods expiring on such Interest Payment Dateday; or (iii) elect to convert on any Interest Payment Date provided that neither Borrower may make such election if any LIBOR Advances maturing on Rate Loans resulting from such Interest Payment Date into Prime election would be in an amount less than $3,000,000 or an integral multiple of $1,000,000 in excess thereof; PROVIDED FURTHER that, if at any time the aggregate amount of LIBOR Rate Advances. If Borrower ceases Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be Streamline Eligibleless than $1,000,000, each such LIBOR Advance Rate Loans shall immediately and automatically convert into a Prime Reference Rate Advance at Bank’s option pursuant to Section 3.5(d)Loans, and on and after such date the right of such Borrower to continue such Loans as, and convert such Loans into, LIBOR Rate Loans, as the case may be, shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereofterminate. (b) Such Borrower shall deliver a notice ("Notice of Conversion/Continuation in the form of Exhibit F by electronic mail Continuation") to be received by Bank prior to 12:00 p.m. Pacific time the Agent not later than 11:00 a.m. (iNew York City time) at least three (3) Business Days in advance of the Conversion Date date of conversion or continuation (the "Conversion/Continuation Date, ") if any Advances the Loans are to be converted into or continued as LIBOR Advances; Rate Loans, and (ii) on the Conversion Date, if any Advances are to be converted into Prime Rate Advances, in each case specifying thespecifying: (iA) the proposed Conversion Date or Conversion/Continuation Date; (iiB) the aggregate amount of the Advances Loans to be converted or continued; (iiiC) nature the type of Loans resulting from the proposed conversion or continuation; and (ivD) if the resulting Advance is to be a LIBOR Advance, the duration of the requested Interest Period. (c) If If, upon the expiration of any Interest Period applicable to any LIBOR AdvancesRate Loans, the relevant Borrower shall have timely has failed to select timely a new Interest Period to be applicable to such LIBOR Advances Rate Loans or request to convert a LIBOR Advance into a Prime Rate Advanceif any Event or Event of Default then exists, such Borrower shall be deemed to have elected to convert such LIBOR Advances Rate Loans into Prime Reference Rate AdvancesLoans effective as of the expiration date of such Interest Period. (d) Any LIBOR Advances shall, at Bank’s option, immediately convert into Prime Rate Advances in During the event that (i) existence of an Event or Event of Default existsDefault, (ii) neither Borrower ceases may elect to be Streamline Eligible, have a Loan converted into or (iii) 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 shall at any time during such Interest Period exceeds the lesser of the Revolving Line or the Borrowing Base. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit the Designated Deposit Account or any other account Borrower maintains with Bank) any amounts required to compensate Bank for any loss (including loss of anticipated profits), cost, or expense incurred by Bank, continued as a result of the conversion of LIBOR Advances to Prime Rate Advances pursuant to this Section 3.5(d)Loan. (e) Notwithstanding anything After giving effect to any conversion or continuation of Loans, there may not be more than five different Interest Periods in effect. (f) The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation. All conversions and continuations shall be made ratably according to the contrary contained herein, Bank shall not be required respective outstanding principal amounts of the Loans with respect to purchase Dollar deposits in which 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 Advancesnotice was given held by each Lender.

Appears in 1 contract

Sources: Loan and Security Agreement (Trend Lines Inc)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) The Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iv) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Advances, Borrower may, may upon irrevocable (subject to subsection 10.2(c) and Section 10.5) written notice to Bank: (ithe Agent in accordance with subsection 1.6(b) elect to convert on any Business Day, Prime any Base Rate Advances Loans into LIBOR Advances; (ii) Rate Loans or elect to continue on any the last day of the applicable Interest Payment Date Period any LIBOR Advances Rate Loans having Interest Periods maturing on such Interest Payment Date; or (iii) elect to convert on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date into Prime Rate Advances. If Borrower ceases to be Streamline Eligibleday, in each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d)instance, and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereofin whole or in part in an amount not less than $100,000, or that is in an integral multiple of $50,000 in excess thereof. (b) The Borrower shall deliver a Notice of ConversionContinuation/Continuation in the form of Exhibit F by electronic mail Conversion to be received by Bank prior to 12:00 the Agent not later than 12:30 p.m. Pacific time (iChicago time) at least three (3) Business Days in advance of the requested Conversion Date or Continuation Datecontinuation date, if any Advances are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances are to be converted into Prime Rate Advances, in each case specifying thespecifying: (i) the proposed Conversion Date or Continuation Datecontinuation date; (ii) the aggregate amount of the Advances Loans to be converted or continued;; and (iii) nature of the proposed conversion or continuation; and (iv) if the resulting Advance is to be a LIBOR Advance, the duration of the requested Interest PeriodPeriod with respect to the Loans to be converted or continued as LIBOR Rate Loans. (c) If upon the expiration of any Interest Period applicable to any LIBOR AdvancesRate Loans, the Borrower shall have timely has failed to select timely a new Interest Period to be applicable to such LIBOR Advances Rate Loans or request to convert a LIBOR Advance into a Prime Rate Advanceif any Event of Default shall then exist, the Borrower shall be deemed to have elected to convert such LIBOR Advances Rate Loans into Prime Base Rate AdvancesLoans effective as of the expiration date of such current Interest Period. (d) Any LIBOR Advances shallUpon receipt of a Notice of Continuation/Conversion, at Bank’s optionthe Agent will promptly notify each Lender thereof. In addition, immediately convert into Prime Rate Advances in the event Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of LIBOR; PROVIDED, that (i) an Event any failure to do so shall not relieve the Borrower of Default exists, (ii) Borrower ceases any liability hereunder or provide the basis for any claim against the Agent. All conversions and continuations shall be made pro rata according to be Streamline Eligible, or (iii) the aggregate respective outstanding principal amount amounts of the Prime Rate Advances Loans with respect to 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 shall at any time during such Interest Period exceeds the lesser of the Revolving Line or the Borrowing Base. Borrower agrees to pay Bank, upon demand notice was given held by Bank (or Bank may, at its option, debit the Designated Deposit Account or any other account 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 a result of the conversion of LIBOR Advances to Prime Rate Advances pursuant to this Section 3.5(d)each Lender. (e) Unless the Required Lenders shall otherwise agree, during the existence of an Event of Default, the Borrower may not elect to have a Loan converted into or continued as a LIBOR Rate Loan. (f) Notwithstanding anything any other provision contained in this Agreement, after giving effect to the contrary contained hereinany Borrowing, Bank or to any continuation or conversion of any Loans, there shall not be required to purchase Dollar deposits more than seven (7) different Interest Periods 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 Advanceseffect.

Appears in 1 contract

Sources: Credit Agreement (PrimeWood, Inc.)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iviii) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Advances, Borrower may, upon irrevocable written notice to Bank: (i1) elect to convert on any Business Day, Prime Rate Advances into LIBOR Advances; (ii2) elect to continue on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date; or (iii3) elect to convert on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date into Prime Rate Advances. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereof. (b) Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail 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 are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances are to be converted into Prime Rate Advances, in each case specifying the: (i1) proposed Conversion Date or Continuation Date; (ii2) aggregate amount of the Advances to be converted or continued; (iii3) nature of the proposed conversion or continuation; and (iv4) 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, 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, 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 shall, at Bank’s option, immediately convert into Prime Rate Advances in the event that (i) an Event of Default exists, or (ii) Borrower ceases to be Streamline Eligible, or (iii) 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 shall at any time during such Interest Period exceeds the lesser of the Revolving Line or the Borrowing Base. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit the Designated Deposit Account or any other account Borrower maintains with Bank) any amounts required to compensate Bank for any loss (including loss of anticipated profits), cost, or expense to the extent actually incurred by 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

Sources: Loan and Security Agreement (Marin Software Inc)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iviii) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Advances, Borrower may, upon irrevocable written notice to Bank: (i1) elect to convert on any Business Day, Prime Rate Advances into LIBOR Advances; (ii2) elect to continue on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date; or (iii3) elect to convert on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date into Prime Rate Advances. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereof. (b) Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail 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 are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances are to be converted into Prime Rate Advances, in each case specifying the: (i1) proposed Conversion Date or Continuation Date; (ii2) aggregate amount of the Advances to be converted or continued; (iii3) nature of the proposed conversion or continuation; and (iv4) 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, 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, Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances. (d) Any LIBOR Advances shall, at Bank’s option, immediately convert into Prime Rate Advances in the event that (i) an Event of Default exists, or (ii) Borrower ceases to be Streamline Eligible, or (iii) 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 shall at any time during such Interest Period exceeds the lesser of the Revolving Line or the Borrowing Base. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit the Designated Deposit Account or any other account 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 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

Sources: Loan and Security Agreement (Rubicon Technology, Inc.)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iviii) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR AdvancesLoans, Borrower may, upon irrevocable written notice to Bank: (i1) elect to convert on any Business Day, Prime Rate Advances Loans into LIBOR AdvancesLoans; (ii2) elect to continue on any Interest Payment Date any LIBOR Advances Loans maturing on such Interest Payment Date; or (iii3) elect to convert on any Interest Payment Date any LIBOR Advances Loans maturing on such Interest Payment Date into Prime Rate Advances. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereofLoans. (b) Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail 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 Credit Extensions are to be converted into or continued as LIBOR AdvancesLoans; and (ii) on the Conversion Date, if any Advances Credit Extensions are to be converted into Prime Rate AdvancesLoans, in each case specifying the: (i1) proposed Conversion Date or Continuation Date; (ii2) aggregate amount of the Advances Credit Extensions to be converted or continued; (iii3) nature of the proposed conversion or continuation; and (iv4) if the resulting Advance Credit Extension is to be a LIBOR AdvanceLoan, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to any LIBOR AdvancesLoans, Borrower shall have timely failed to select a new Interest Period to be applicable to such LIBOR Advances Loans or request to convert a LIBOR Advance Loan into a Prime Rate AdvanceLoan, Borrower shall be deemed to have elected for any such Credit Extensions, to convert such LIBOR Advances Loans into Prime Rate AdvancesLoans. (d) Any LIBOR Advances shall, at Bank’s option, immediately convert into Prime Rate Advances in the event that (i) an Event of Default exists, (ii) Borrower ceases to be Streamline Eligible, or (iii) 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 shall at any time during such Interest Period exceeds the lesser of the Revolving Line or the Borrowing Base. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit the Designated Deposit Account or any other account 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 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

Sources: Loan and Security Agreement (Ari Network Services Inc /Wi)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iviii) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Advances, Borrower may, upon irrevocable written notice to Bank: (i) elect to convert on any Business Day, Prime Rate Advances into LIBOR Advances; (ii) elect to continue on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date; or (iii) elect to convert on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date into Prime Rate Advances. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereof. (b) Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail 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 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 are to be converted into Prime Rate Advances, in each case specifying the: (i) proposed Conversion Date or Continuation Date; (ii) aggregate amount of the Advances to be converted or continued; (iii) nature of the proposed conversion or continuation; and (iv) 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, 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, Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances. (d) Any LIBOR Advances shall, at Bank’s option, immediately convert into Prime Rate Advances in the event that (i) an Event of Default exists, (ii) Borrower ceases to be Streamline Eligibleor Default shall exist, or (iiiii) 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 shall at any time during such Interest Period exceeds the lesser of exceed the Revolving Line or the Borrowing BaseLine. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit charge the Designated Deposit Account or any other account 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 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

Sources: Loan and Security Agreement (Websidestory Inc)

Conversion and Continuation Elections. (a) So long as (i1) no Event of Default or Default exists; (ii) Borrower is Streamline Eligible, (iii2) Borrower shall not have sent any notice of termination of this Agreement; and (iv3) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR AdvancesCredit Extensions, Borrower may, upon irrevocable written notice to Bank: (i) elect to convert on any Business Day, Prime Rate Advances Credit Extensions in an amount equal to $1,000,000 or any integral multiple of $1,000,000 in excess thereof into LIBOR AdvancesCredit Extensions; (ii) elect to continue on any Interest Payment Date any LIBOR Advances Credit Extensions maturing on such Interest Payment DateDate (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 if the aggregate amount of LIBOR Credit Extensions shall have been reduced, by payment, prepayment, or conversion of part thereof, to be less than $1,000,000, such LIBOR Credit Extensions shall automatically convert into Prime Rate Credit Extensions, and on and after such date the right of Borrower to continue such Credit Extensions as, and convert such Credit Extensions into, LIBOR Credit Extensions shall terminate; or (iii) elect to convert on any Interest Payment Date any LIBOR Advances Credit Extensions 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. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereofCredit Extensions. (b) Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail accordance with Section 10 to be received by Bank prior to 12:00 p.m. Pacific time at least (i) at least three (3) Business Days in advance of the Conversion Date or Continuation Date, if any Advances Credit Extensions are to be converted into or continued as LIBOR AdvancesCredit Extensions; and (ii) on one (1) Business Day in advance of the Conversion Date, if any Advances Credit Extensions are to be converted into Prime Rate AdvancesCredit Extensions, in each case specifying the: (i) proposed Conversion Date or Continuation Date; (ii) aggregate amount of the Advances Credit Extensions to be converted or continuedcontinued which, if any Credit Extensions are to be converted into or continued as LIBOR Credit Extensions, shall be in an aggregate minimum principal amount of $1,000,000 or in any integral multiple of $1,000,000 in excess thereof; (iii) nature of the proposed conversion or continuation; and (iv) 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 AdvancesCredit Extensions, 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 AdvanceCredit Extensions, Borrower shall be deemed to have elected to convert such LIBOR Advances Credit Extensions into Prime Rate AdvancesCredit Extensions. (d) Any LIBOR Advances Credit Extensions shall, at Bank’s option, immediately convert into Prime Rate Advances Credit Extensions in the event that (i) an Event of Default exists, (ii) Borrower ceases to be Streamline Eligibleor Default shall exist, or (iiiii) the aggregate principal amount of the Prime Rate Advances Credit Extensions which have been previously converted to LIBOR AdvancesCredit Extensions, or the aggregate principal amount of existing LIBOR Advances Credit Extensions continued, as the case may be, at the beginning of an Interest Period shall at any time during such Interest Period exceeds the lesser of exceed the Revolving Line or the Borrowing BaseLine. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit charge the Designated Deposit Account or any other account 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 a result of the conversion of LIBOR Advances Credit Extensions to Prime Rate Advances Credit Extensions 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 AdvancesCredit Extensions, but the provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund the LIBOR AdvancesCredit Extensions.

Appears in 1 contract

Sources: Loan and Security Agreement (3PAR Inc.)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iviii) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Advances, Borrower may, upon irrevocable written notice to Bank: (i1) elect to convert on any Business Day, Prime Rate Advances into LIBOR Advances; (ii2) elect to continue on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date; or (iii3) elect to convert on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date into Prime Rate Advances. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereof. (b) Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail 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 are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances are to be converted into Prime Rate Advances, in each case specifying the: (i1) proposed Conversion Date or Continuation Date; (ii2) aggregate amount of the Advances to be converted or continued; (iii3) nature of the proposed conversion or continuation; and (iv4) 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, 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, Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances.. BN 22796152v7 (d) Any LIBOR Advances shall, at Bank’s option, immediately convert into Prime Rate Advances in the event that (i) an Event of Default exists, or (ii) Borrower ceases to be Streamline Eligible, or (iii) 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 shall at any time during such Interest Period exceeds the lesser of the Revolving Line or the Borrowing Base. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit the Designated Deposit Account or any other account 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 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

Sources: Loan and Security Agreement (A10 Networks, Inc.)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default or Default exists; (ii) Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iviii) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests request for a LIBOR AdvancesAdvance, Borrower may, upon irrevocable written notice to Bank: (i) elect Elect to convert on any Business Day, a Prime Rate Advances Advance in an amount equal to $1,000,000.00 or any integral multiple of $1,000,000.00 in excess thereof into a LIBOR AdvancesAdvance; (ii) elect Elect to continue on any Interest Payment Date any a LIBOR Advances Advance maturing on such Interest Payment DateDate or any part thereof in an amount equal to $1,000,000.00 or any integral multiple of $1,000,000.00 in excess thereof; provided, that if the aggregate amount of a LIBOR Advance shall have been reduced, by payment, prepayment, or conversion of part thereof, to be less than $1,000,000.00, such LIBOR Advance shall automatically convert into a Prime Advance, and on and after such date the right of Borrower to continue such Prime Advance as, and convert such Prime Advance into, a LIBOR Advance shall terminate; or (iii) elect Elect to convert on any Interest Payment Date any a LIBOR Advances Advance maturing on such Interest Payment Date into Prime Rate Advances. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereofAdvance. (b) Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail 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 are a Prime Advance is to be converted into into, or a LIBOR Advance is to be continued as as, a LIBOR AdvancesAdvance; and (ii) on the Conversion Date, if any Advances are a LIBOR Advance is to be converted into a Prime Rate AdvancesAdvance, in each case specifying the: (i) proposed Proposed Conversion Date or Continuation Date; (ii) aggregate Aggregate amount of the Advances to be converted or continuedcontinued which, if such amount is to be converted into or continued as a LIBOR Advance, shall be in an aggregate minimum principal amount of $1,000,000.00 or in any integral multiple of $1,000,000.00 in excess thereof; (iii) nature Nature of the proposed conversion or continuation; and (iv) if the resulting Advance is to be a LIBOR Advance, the duration Duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to any a LIBOR AdvancesAdvance, 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, Borrower shall be deemed to have elected to convert such LIBOR Advances Advance into a Prime Rate AdvancesAdvance. (d) Any A LIBOR Advances Advance shall, at Bank’s option, immediately convert into a Prime Rate Advances Advance in the event that (i) an Event of Default exists, (ii) Borrower ceases to be Streamline Eligibleor Default shall exist, or (iiiii) the aggregate principal amount of the Prime Rate Advances Advance which have has been previously converted to a LIBOR AdvancesAdvance, or the aggregate principal amount of an existing LIBOR Advances Advance continued, as the case may be, at the beginning of an Interest Period shall at any time during such Interest Period exceeds the lesser of the Revolving Line or the Net Borrowing BaseAvailability. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit charge the Designated Deposit Account or any other account 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 a result of the conversion of a LIBOR Advances Advance to a Prime Rate Advances Advance 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 a LIBOR AdvancesAdvance, but the provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund the LIBOR AdvancesAdvance.

Appears in 1 contract

Sources: Loan and Security Agreement (Saba Software Inc)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) Borrower is Streamline EligibleDuring the period from the Effective Date to the Termination Date, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iv) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Advances, Borrower the Company may, upon irrevocable written notice to Bank: the Administrative Agent in accordance with Section 2.03(b): (i) elect to convert on elect, as of any Business Day, Prime in the case of Base Rate Advances Loans, or as of the last day of the applicable Interest Period, in the case of LIBOR Loans, to convert any such Revolving Credit Loans into LIBOR Advances; Revolving Credit Loans of any other Interest Rate Type; or (ii) elect as of the last day of the applicable Interest Period, to continue on any Revolving Credit Loans having Interest Payment Date any LIBOR Advances maturing Periods expiring on such Interest Payment Dateday; or (iii) elect provided, that if at any time a LIBOR Loan in respect of any Revolving Credit Borrowing is reduced, by payment, prepayment, or conversion of part thereof to convert on any Interest Payment Date any less than $3,000,000, such LIBOR Advances maturing on such Interest Payment Date into Prime Rate Advances. If Borrower ceases to be Streamline Eligible, each LIBOR Advance Loan shall immediately and automatically convert into a Prime Base Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereofLoan. (b) Borrower The Company shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail to be received by Bank prior to 12:00 the Administrative Agent not later than 1:00 p.m. Pacific time (Houston, Texas time) at least (i) at least three (3) Business Days in advance of the Conversion Date or Conversion/Continuation Date, if any Advances the Revolving Credit Loans are to be converted into or continued as LIBOR AdvancesLoans; and (ii) on one (1) Business Day in advance of the Conversion Conversion/Continuation Date, if any Advances the Revolving Credit Loans are to be converted into Prime Base Rate AdvancesLoans, in each case specifying the: specifying: (iA) the proposed Conversion Date or Conversion/Continuation Date; ; (iiB) the aggregate amount of the Advances Revolving Credit Loans to be converted or continued; ; (iiiC) nature the Interest Rate Type of Loans resulting from the proposed conversion or continuation; and and (ivD) if other than in the resulting Advance is to be a LIBOR Advancecase of conversions into Base Rate Loans, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to any LIBOR AdvancesLoans, Borrower shall have timely the Company has failed to select timely a new Interest Period to be applicable to such LIBOR Advances Loans, or request to convert a LIBOR Advance into a Prime Rate Advanceif any Default or Event of Default then exists, Borrower the Company shall be deemed to have elected to convert such LIBOR Advances Loans into Prime Base Rate AdvancesLoans effective as of the expiration date of such Interest Period. (d) Any LIBOR Advances shallThe Administrative Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, at Bank’s optionor, immediately convert into Prime Rate Advances in if no timely notice is provided by the event that (i) an Event of Default existsCompany, (ii) Borrower ceases to be Streamline Eligible, or (iii) the aggregate principal amount Administrative Agent will promptly notify each Lender of the Prime Rate Advances which have been previously converted details of any automatic conversion. All conversions and continuations shall be made ratably according to LIBOR Advances, or the aggregate respective Lender’s Pro Rata Share of outstanding principal amount of existing LIBOR Advances continued, as the case may be, at the beginning of an Interest Period shall at any time during such Interest Period exceeds the lesser amounts of the Revolving Line or Credit Loans with respect to which the Borrowing Base. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit the Designated Deposit Account or any other account 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 a result of the conversion of LIBOR Advances to Prime Rate Advances pursuant to this Section 3.5(d)notice was given. (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

Sources: Credit Agreement (BreitBurn Energy Partners L.P.)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iviii) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Advances, Borrower may, upon irrevocable written notice to Bank: (i1) elect to convert on any Business Day, Prime Rate Advances into LIBOR Advances; (ii2) elect to continue on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date; or (iii3) elect to convert on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date into Prime Rate Advances. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereof. (b) Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail 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 are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Equipment Advances are to be converted into Prime Rate Advances, in each case specifying the: (i1) proposed Conversion Date or Continuation Date; (ii2) aggregate amount of the Equipment Advances to be converted or continued; (iii3) nature of the proposed conversion or continuation; and (iv4) 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, 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, Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances. (d) Any LIBOR Advances shall, at Bank’s option, immediately convert into Prime Rate Advances in the event that (i) an Event of Default exists, (ii) Borrower ceases to be Streamline Eligibleshall exist, or (iiiii) 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 shall at any time during such Interest Period exceeds exceed the lesser of the Revolving Line or the Borrowing BaseEquipment Line. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit charge the Designated Deposit Account or any other account 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 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

Sources: Loan and Security Agreement (Proofpoint Inc)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default or Default exists; (ii) Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iviii) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR AdvancesCredit Extensions, Borrower may, upon irrevocable written notice to Bank: (i1) elect to convert on any Business Day, Prime Rate Advances Credit Extensions in an amount equal to $500,000 or any integral multiple of $500,000 in excess thereof into LIBOR AdvancesCredit Extensions; (ii2) elect to continue on any Interest Payment Date any LIBOR Advances Credit Extensions maturing on such Interest Payment DateDate (or any part thereof in an amount equal to $500,000 or any integral multiple of $500,000 in excess thereof); provided, that if the aggregate amount of LIBOR Credit Extensions shall have been reduced, by payment, prepayment, or conversion of part thereof, to be less than $500,000, such LIBOR Credit Extensions shall automatically convert into Prime Rate Credit Extensions, and on and after such date the right of Borrower to continue such Credit Extensions as, and convert such Credit Extensions into, LIBOR Credit Extensions shall terminate; or (iii3) elect to convert on any Interest Payment Date any LIBOR Advances Credit Extensions 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. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereofCredit Extensions. (b) Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail to be received by Bank prior to 12:00 p.m. Pacific 11:00 a.m. Eastern time at least (i) at least three (3) Business Days in advance of the Conversion Date or Continuation Date, if any Advances Credit Extensions are to be converted into or continued as LIBOR AdvancesCredit Extensions; and (ii) on one (1) Business Day in advance of the Conversion Date, if any Advances Credit Extensions are to be converted into Prime Rate AdvancesCredit Extensions, in each case specifying the: (i1) proposed Conversion Date or Continuation Date; (ii2) aggregate amount of the Advances Credit Extensions to be converted or continuedcontinued which, if any Credit Extensions are to be converted into or continued as LIBOR Credit Extensions, shall be in an aggregate minimum principal amount of $500,000 or in any integral multiple of $500,000 in excess thereof; (iii3) nature of the proposed conversion or continuation; and (iv4) 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 AdvancesCredit Extensions, 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 AdvanceCredit Extensions, Borrower shall be deemed to have elected to convert such LIBOR Advances Credit Extensions into Prime Rate AdvancesCredit Extensions. (d) Any LIBOR Advances Credit Extensions shall, at Bank’s option, immediately convert into Prime Rate Advances Credit Extensions in the event that (i) an Event of Default exists, (ii) Borrower ceases to be Streamline Eligibleor Default shall exist, or (iiiii) the aggregate principal amount of the Prime Rate Advances Credit Extensions which have been previously converted to LIBOR AdvancesCredit Extensions, or the aggregate principal amount of existing LIBOR Advances Credit Extensions continued, as the case may be, at the beginning of an Interest Period shall at any time during such Interest Period exceeds exceed the lesser of the Revolving Line or the Borrowing BaseAvailability Amount. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit charge the Designated Deposit Account or any other account 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 a result of the conversion of LIBOR Advances Credit Extensions to Prime Rate Advances Credit Extensions 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 AdvancesCredit Extensions, but the provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund the LIBOR AdvancesCredit Extensions.

Appears in 1 contract

Sources: Loan and Security Agreement (Mercury Computer Systems Inc)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iviii) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR AdvancesTerm Loans, Borrower may, upon irrevocable written notice to Bank: (i1) elect to convert on any Business Day, Prime Rate Advances Term Loans into LIBOR AdvancesTerm Loans; (ii2) elect to continue on any Interest Payment Date any LIBOR Advances Term Loans maturing on such Interest Payment Date; or (iii3) elect to convert on any Interest Payment Date any LIBOR Advances Term Loans maturing on such Interest Payment Date into Prime Rate Advances. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereofTerm Loans. (b) Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail 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 Term Loans are to be converted into or continued as LIBOR AdvancesTerm Loans; and (ii) on the Conversion Date, if any Advances Term Loans are to be converted into Prime Rate AdvancesTerm Loans, in each case specifying the: (i1) proposed Conversion Date or Continuation Date; (ii2) aggregate amount of the Advances Term Loans to be converted or continued; (iii3) nature of the proposed conversion or continuation; and (iv4) 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 AdvancesTerm Loans, 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 AdvanceTerm Loans, Borrower shall be deemed to have elected to convert such LIBOR Advances Term Loans into Prime Rate AdvancesTerm Loans. (d) Any LIBOR Advances Term Loans shall, at Bank’s option, immediately convert into Prime Rate Advances Term Loans in the event that (i) an Event of Default exists, (ii) Borrower ceases to be Streamline Eligible, or (iii) 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 shall at any time during such Interest Period exceeds the lesser of the Revolving Line or the Borrowing Baseexist. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit charge the Designated Deposit Account or any other account 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 a result of the conversion of LIBOR Advances Term Loans to Prime Rate Advances Term Loans 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 AdvancesTerm Loans, but the provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund the LIBOR AdvancesTerm Loans.

Appears in 1 contract

Sources: Loan and Security Agreement (Financial Engines, Inc.)

Conversion and Continuation Elections. (ai) So long as (ix) no Event of Default or Default exists; (ii) Borrower is Streamline Eligible, (iiiy) Borrower shall not have sent any notice of termination of this Agreement; and (ivz) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Advances, Borrower may, upon irrevocable written notice to Bank: (i1) elect to convert on any Business Day, Prime Rate Advances in an amount equal to $500,000 or any integral multiple of $100,000 in excess thereof into LIBOR Advances; (ii2) elect to continue on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment DateDate (or any part thereof in an amount equal to $500,000 or any integral multiple of $100,000 in excess thereof); provided that if the aggregate amount of LIBOR Advances 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 (iii3) elect to convert on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date (or any part thereof in an amount equal to $500,000 or any integral multiple of $100,000 in excess thereof) into Prime Rate Advances. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereof. (bii) Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail 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 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 are to be converted into Prime Rate Advances, in each case specifying the: (i1) proposed Conversion Date or Continuation Date; (ii2) 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 $100,000 in excess thereof; (iii3) nature of the proposed conversion or continuation; and (iv4) if the resulting Advance is to be a LIBOR Advance, the duration of the requested Interest Period. (ciii) If upon the expiration of any Interest Period applicable to any LIBOR Advances, 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, Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances. (div) Any LIBOR Advances shall, at Bank’s option, immediately convert into Prime Rate Advances in the event that (i) an Event of Default exists, (ii) Borrower ceases to be Streamline Eligibleor Default shall exist, or (iiiii) 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 shall at any time during such Interest Period exceeds exceed the lesser of the Committed Non-Formula Revolving Line or the Borrowing BaseLine. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit charge the Designated Borrower’s Deposit Account or any other account 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 a result of the conversion of LIBOR Advances to Prime Rate Advances pursuant to this Section 3.5(d)any of the foregoing. (ev) 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

Sources: Loan and Security Agreement (Quicklogic Corporation)

Conversion and Continuation Elections. (a) So long as (i1) no Event of Default or Default exists; (ii) Borrower is Streamline Eligible, (iii2) Borrower shall not have sent any notice of termination of this Agreement; and (iv3) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s 's requests for LIBOR AdvancesCredit Extensions, Borrower may, upon irrevocable written notice to Bank: (i) elect to convert on any Business Day, Prime Rate Advances Credit Extensions in an amount equal to $1,000,000 or any integral multiple of $500,000 in excess thereof into LIBOR AdvancesCredit Extensions; (ii) elect to continue on any Interest Payment Date any LIBOR Advances Credit Extensions maturing on such Interest Payment DateDate (or any part thereof in an amount equal to $1,000,000 or any integral multiple of $500,000 in excess thereof); provided, that if the aggregate amount of LIBOR Credit Extensions shall have been reduced, by payment, prepayment, or conversion of part thereof, to be less than $1,000,000, such LIBOR Credit Extensions shall automatically convert into Prime Rate Credit Extensions, and on and after such date the right of Borrower to continue such Credit Extensions as, and convert such Credit Extensions into, LIBOR Credit Extensions shall terminate; or (iii) elect to convert on any Interest Payment Date any LIBOR Advances Credit Extensions maturing on such Interest Payment Date (or any part thereof in an amount equal to $1,000,000 or any integral multiple of $500,000 in excess thereof) into Prime Rate Advances. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereofCredit Extensions. (b) Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail 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 Credit Extensions are to be converted into or continued as LIBOR AdvancesCredit Extensions; and (ii) on one (1) Business Day in advance of the Conversion Date, if any Advances Credit Extensions are to be converted into Prime Rate AdvancesCredit Extensions, in each case specifying the: (i) proposed Conversion Date or Continuation Date; (ii) aggregate amount of the Advances Credit Extensions to be converted or continuedcontinued which, if any Credit Extensions are to be converted into or continued as LIBOR Credit Extensions, shall be in an aggregate minimum principal amount of $1,000,000 or in any integral multiple of $500,000 in excess thereof; (iii) nature of the proposed conversion or continuation; and (iv) 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 AdvancesCredit Extensions, 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 AdvanceCredit Extensions, Borrower shall be deemed to have elected to convert such LIBOR Advances Credit Extensions into Prime Rate AdvancesCredit Extensions. (d) Any LIBOR Advances Credit Extensions shall, at Bank’s 's option, immediately convert into Prime Rate Advances Credit Extensions in the event that (i) an Event of Default exists, (ii) Borrower ceases to be Streamline Eligibleor Default shall exist, or (iiiii) the aggregate principal amount of the Prime Rate Advances Credit Extensions which have been previously converted to LIBOR AdvancesCredit Extensions, or the aggregate principal amount of existing LIBOR Advances Credit Extensions continued, as the case may be, at the beginning of an Interest Period shall at any time during such Interest Period exceeds the lesser of exceed the Revolving Line or the Borrowing BaseLine. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit charge the Designated Deposit Account or any other account 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 a result of the conversion of LIBOR Advances Credit Extensions to Prime Rate Advances Credit Extensions 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 AdvancesCredit Extensions, but the provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund the LIBOR AdvancesCredit Extensions.

Appears in 1 contract

Sources: Loan and Security Agreement (Radisys Corp)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default or Default exists; (ii) Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iviii) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s 's requests for LIBOR Advances, Borrower may, upon irrevocable written notice to Bank: (i1) elect to convert on any Business Day, Prime Rate Advances in an amount equal to $500,000 or any integral multiple of $5000,000 in excess thereof into LIBOR Advances; (ii2) elect to continue on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment DateDate (or any part thereof in an amount equal to $500,000 or any integral multiple of $500,000 in excess thereof); provided, that if the aggregate amount of LIBOR Advances 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 (iii3) elect to convert on any Interest Payment Date any LIBOR Advances 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. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereof. (b) Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail 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 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 are to be converted into Prime Rate Advances, in each case specifying the: (i1) proposed Conversion Date or Continuation Date; (ii2) 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; (iii3) nature of the proposed conversion or continuation; and (iv4) 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, 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, Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances. (d) . Any LIBOR Advances shall, at Bank’s 's option, immediately convert into Prime Rate Advances in the event that (i) an Event of Default exists, (ii) Borrower ceases to be Streamline Eligibleor Default shall exist, or (iiiii) 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 shall at any time during such Interest Period exceeds exceed the lesser of the Committed Revolving Line or the Borrowing BaseLine. 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 Borrower at Bank or any other account 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 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.

Appears in 1 contract

Sources: Loan Agreement (I Flow Corp /De/)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default or Default exists; (ii) Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iviii) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Advances, Borrower may, upon irrevocable written notice to Bank: (i1) elect to convert on any Business Day, Prime Rate Advances in an aggregate minimum principal amount of $1,000,000 into LIBOR Advances; (ii2) elect to continue on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment DateDate (or any part thereof in an aggregate minimum principal amount of $1,000,000); provided, that if the aggregate amount of LIBOR Advances 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 (iii3) elect to convert on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date (or any part thereof in an aggregate minimum principal amount of $1,000,000 except as provided in clause (2) above) into Prime Rate Advances. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereof. (b) Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail 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 are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances are to be converted into Prime Rate Advances, in each case specifying the: (i1) proposed Conversion Date or Continuation Date; (ii2) aggregate amount of the Advances to be converted or continued, 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; (iii3) nature of the proposed conversion or continuation; and (iv4) 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, 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, Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances. (d) Any LIBOR Advances shall, at Bank’s option, immediately convert into Prime Rate Advances in the event that (i) an Event of Default exists, (ii) Borrower ceases to be Streamline Eligibleor Default shall exist, or (iiiii) 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 shall at any time during such Interest Period exceeds the lesser of exceed the Revolving Line or the Borrowing BaseLine. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit charge the Designated Deposit Account or any other account Borrower maintains with Bank) any amounts required to compensate Bank for any loss (including loss of anticipated profits)actual loss, cost, or expense incurred by 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

Sources: Loan and Security Agreement (Openwave Systems 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) Borrower is Streamline Eligible, (iii) Borrower no party hereto shall not have sent any notice of termination of this Agreement; and (iv3) Borrower Borrowers shall have complied with such customary procedures as Bank Agent has established from time to time for Borrower’s Borrowers’ requests for LIBOR Advances, Borrower Borrowers may, upon irrevocable written notice to BankAgent: (i) elect to convert on any Business Day, Prime Rate Advances in an amount equal to $1,000,000 or any integral multiple of $100,000 in excess thereof into LIBOR Advances; (ii) elect to continue on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment DateDate (or any part thereof in an amount equal to $1,000,000 or any integral multiple of $100,000 in excess thereof); provided, that if the aggregate amount of LIBOR Advances 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 (iii) elect to convert on any Interest Payment Date any LIBOR Advances 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. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereof. (b) Borrower Borrowers shall deliver a Notice of Conversion/Continuation substantially in the form of attached hereto as Exhibit F by electronic mail B to be received by Bank Agent 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 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 are to be converted into Prime Rate Advances, in each case specifying thespecifying: (i) the proposed Conversion Date or Continuation Date; (ii) 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; (iii) nature of the proposed whether a conversion or continuationa continuation is proposed; and (iv) 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, Borrower Borrowers 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, Borrower Borrowers shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances. (d) Any LIBOR Advances shall, at BankAgent’s option, immediately convert into Prime Rate Advances in the event that (i) 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) Borrower ceases to be Streamline Eligiblethis Agreement shall terminate, or (iii) 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 shall at any time during such Interest Period exceeds exceed the lesser of the Committed Revolving Line or the Borrowing BaseLine. Borrower agrees Borrowers agree to pay BankAgent, upon demand by Bank Agent (or Bank Agent may, at its option, debit charge the Designated Deposit Account or any other account Borrower maintains Borrowers maintain with Bankany Lender) any amounts required to compensate Bank Lenders for any loss (including loss of anticipated profits), cost, or expense incurred by BankLenders, 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), each affected Lender will furnish Borrower with a statement setting forth the basis and amount of such request by such Lender for such compensation. Determinations by Lenders for purposes of this Section 3.4(d) of the amounts required to compensate Lenders in respect of any loss, costs or expense incurred by Lenders 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 no 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 such Lender had purchased such deposits to fund the LIBOR Advances.

Appears in 1 contract

Sources: Loan and Security Agreement (Equinix Inc)

Conversion and Continuation Elections. (ad) So long as (i) no Event of Default exists; (ii) Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iviii) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Advances, Borrower may, upon irrevocable written notice to Bank: (i1) provided that a Streamline Period is in effect, elect to convert on any Business Day, Prime Rate Advances into LIBOR Advances; (ii2) provided that a Streamline Period is in effect, elect to continue on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date; or (iii3) elect to convert on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date into Prime Rate Advances. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereof. (be) Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail 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 are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances are to be converted into Prime Rate Advances, in each case specifying the: (i1) proposed Conversion Date or Continuation Date; (ii2) aggregate amount of the Advances to be converted or continued; (iii3) nature of the proposed conversion or continuation; and (iv4) 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, 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, Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances. (dg) Any LIBOR Advances shall, at Bank’s option, immediately convert into Prime Rate Advances in the event that (i) a Streamline Period ceases to be in effect, (ii) an Event of Default exists, (ii) Borrower ceases to be Streamline Eligible, or (iii) 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 shall at any time during such Interest Period exceeds the lesser of the Revolving Line or the Borrowing Base. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit the Designated Deposit Account or any other account 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 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

Sources: Loan and Security Agreement (Limelight Networks, Inc.)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default or Default exists; (ii) Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iviii) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR AdvancesCredit Extensions, Borrower may, upon irrevocable written notice to Bank: (i1) elect to convert on any Business Day, Prime Rate Advances Credit Extensions in an amount equal to One Million Dollars ($1,000,000.00) into LIBOR AdvancesCredit Extensions; (ii2) elect to continue on any Interest Payment Date any LIBOR Advances Credit Extensions maturing on such Interest Payment DateDate (or any part thereof in an amount equal to One Million Dollars ($1,000,000.00); provided, that if the aggregate amount of LIBOR Credit Extensions shall have been reduced, by payment, prepayment, or conversion of part thereof, to be less than One Million Dollars ($1,000,000.00), such LIBOR Credit Extensions shall automatically convert into Prime Rate Credit Extensions, and on and after such date the right of Borrower to continue such Credit Extensions as, and convert such Credit Extensions into, LIBOR Credit Extensions shall terminate; or (iii3) elect to convert on any Interest Payment Date any LIBOR Advances Credit Extensions maturing on such Interest Payment Date (or any part thereof in an amount equal to One Million Dollars ($1,000,000.00) into Prime Rate Advances. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereofCredit Extensions. (b) Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail accordance with Section 10 to be received by Bank prior to 12:00 p.m. Pacific Eastern time at least (i) at least three (3) Business Days in advance of the Conversion Date or Continuation Date, if any Advances Credit Extensions are to be converted into or continued as LIBOR AdvancesCredit Extensions; and (ii) on one (1) Business Day in advance of the Conversion Date, if any Advances Credit Extensions are to be converted into Prime Rate AdvancesCredit Extensions, in each case specifying the: (i1) proposed Conversion Date or Continuation Date; (ii2) aggregate amount of the Advances Credit Extensions to be converted or continuedcontinued which, if any Credit Extensions are to be converted into or continued as LIBOR Credit Extensions, shall be in an aggregate minimum principal amount of One Million Dollars ($1,000,000.00); (iii3) nature of the proposed conversion or continuation; and (iv4) 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 AdvancesCredit Extensions, 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 AdvanceCredit Extensions, Borrower shall be deemed to have elected to convert such LIBOR Advances Credit Extensions into Prime Rate AdvancesCredit Extensions. (d) Any LIBOR Advances Credit Extensions shall, at Bank’s option, immediately convert into Prime Rate Advances Credit Extensions in the event that (i) an Event of Default exists, (ii) Borrower ceases to be Streamline Eligibleor Default shall exist, or (iiiii) the aggregate principal amount of the Prime Rate Advances Credit Extensions which have been previously converted to LIBOR AdvancesCredit Extensions, or the aggregate principal amount of existing LIBOR Advances Credit Extensions continued, as the case may be, at the beginning of an Interest Period shall at any time during such Interest Period exceeds the lesser of exceed the Revolving Line or the Borrowing Base. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit the Designated Deposit Account or any other account 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 a result of the conversion of LIBOR Advances to Prime Rate Advances pursuant to this Section 3.5(d)Line. (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 AdvancesCredit Extensions, but the provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund the LIBOR AdvancesCredit Extensions.

Appears in 1 contract

Sources: Loan and Security Agreement (Numerex Corp /Pa/)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default or Default exists; (ii) Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iviii) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Advances and LIBOR Second Equipment Advances, Borrower may, upon irrevocable written notice to Bank: (i1) elect to convert on any Business Day, Prime Rate Advances or LIBOR Second Equipment Advances in an amount equal to $1,000,000 or any integral multiple of $1,000,000 in excess thereof into LIBOR Advances; (ii2) elect to continue on any Interest Payment Date any LIBOR Advances or LIBOR Second Equipment Advances maturing on such Interest Payment DateDate (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 if the aggregate amount of LIBOR Advances maturing on such Interest Payment Date or the aggregate amount of LIBOR Second Equipment Advances maturing on such Interest Payment Date shall have been reduced, by payment, prepayment, or conversion of part thereof, to be less than $1,000,000, such LIBOR Advances or LIBOR Second Equipment Advances shall automatically convert into Prime Rate Advances or Prime Rate Second Equipment Advances, respectively, and on and after such date the right of Borrower to continue such Advances or Second Equipment Advances as, and convert such Advances or Second Equipment Advances into, LIBOR Advances or LIBOR Second Equipment Advances shall terminate; or (iii3) elect to convert on any Interest Payment Date any LIBOR Advances or LIBOR Second Equipment Advances 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. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Advances or Prime Rate Advance at Bank’s option pursuant to Section 3.5(d)Second Equipment Advances, and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereofrespectively. (b) Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail 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 or Second Equipment Advances are to be converted into or continued as LIBOR Advances or LIBOR Second Equipment Advances, respectively; and (ii) on one (1) Business Day in advance of the Conversion Date, if any Advances or Second Equipment Advances are to be converted into Prime Rate Advances or Prime Rate Second Equipment Advances, respectively, in each case specifying the: (i1) proposed Conversion Date or Continuation Date; (ii2) aggregate amount of the Advances or Second Equipment Advances to be converted or continuedcontinued which, if any Advances or Second Equipment Advances are to be converted into or continued as LIBOR Advances or LIBOR Second Equipment Advances, respectively, shall be in an aggregate minimum principal amount of $1,000,000 or in any integral multiple of $1,000,000 in excess thereof; (iii3) nature of the proposed conversion or continuation; and (iv4) 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 or LIBOR Second Equipment Advances, 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 AdvanceSecond Equipment Advances, Borrower shall be deemed to have elected to convert such LIBOR Advances or LIBOR Second Equipment Advances into Prime Rate Advances or Prime Rate Second Equipment Advances, respectively. (d) Any LIBOR Advances or LIBOR Second Equipment Advances shall, at Bank’s option, immediately convert into Prime Rate Advances or Prime Rate Second Equipment Advances, respectively, in the event that (i) an Event of Default existsor Default shall exist, or (ii) Borrower ceases with respect to be Streamline EligibleLIBOR Advances and Prime Rate Advances only, or (iii) 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 shall at any time during such Interest Period exceeds the lesser of exceed the Revolving Line or the Borrowing BaseLine. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit charge the Designated Deposit Account or any other account 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 a result of the conversion of LIBOR Advances or LIBOR Second Equipment Advances to Prime Rate Advances or Prime Rate Second Equipment Advances, respectively, 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 or LIBOR Second Equipment Advances, but the provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund the LIBOR Advances or LIBOR Second Equipment Advances.

Appears in 1 contract

Sources: Loan and Security Agreement (Omniture, Inc.)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iviii) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR AdvancesLoans, Borrower may, upon irrevocable (except as provided in Section 3.7(e)) written notice to Bank: (i1) elect to convert on any Business Day, Prime Rate Advances Loans into LIBOR AdvancesLoans; (ii2) elect to continue on any Interest Payment Date any LIBOR Advances Loans maturing on such Interest Payment DateDate as LIBOR Loans; or (iii3) elect to convert on any Interest Payment Date any LIBOR Advances Loans maturing on such Interest Payment Date into Prime Rate AdvancesLoans. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereof. (b) Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail 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 or Term Loan are to be converted into or continued as LIBOR AdvancesLoans; and (ii) on the Conversion Date, if any Advances or Term Loan are to be converted into Prime Rate AdvancesLoans, in each case specifying the: (i1) proposed Conversion Date or Continuation Date; (ii2) aggregate amount of the Advances or Term Loan to be converted or continued; (iii3) nature of the proposed conversion or continuation; and (iv4) 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 AdvancesLoans, 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 AdvanceLoans, Borrower shall be deemed to have elected to convert such LIBOR Advances Loans into Prime Rate Advances. (d) Any Loans. At the end of the applicable Interest Period, any LIBOR Advances shall, at Bank’s option, immediately convert into Prime Rate Advances Loans in the event that (i) an Event of Default exists, (ii) Borrower ceases to be Streamline Eligibleor Default shall exist, or (iiiii) 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 shall at any time during such Interest Period exceeds the lesser of exceed the Revolving Line or the Borrowing BaseLine. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit charge the Designated Deposit Account or any other account 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 a result of the conversion of LIBOR Advances Loans to Prime Rate Advances Loans pursuant to this Section 3.5(d). (e) paragraph. 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 AdvancesLoans, but the provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund the LIBOR AdvancesLoans.

Appears in 1 contract

Sources: Loan and Security Agreement (Calix Networks Inc)

Conversion and Continuation Elections. (a) So long as Borrowers may upon irrevocable (subject to subsection 11.2(c) and Section 11.5) written notice to Lender in accordance with subsection 2.5(b) elect to (i) no Event of Default exists; (ii) Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iv) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Advances, Borrower may, upon irrevocable written notice to Bank: (i) elect to convert on any Business Day, Prime Day any Base Rate Advances Loan into a LIBOR Advances; Rate Loan or (ii) elect to continue on any the last day of the applicable Interest Payment Date Period any LIBOR Advances Rate Loan having an Interest Period maturing on such Interest Payment Date; or day or (iii) elect to convert renew on any the last day of the applicable Interest Payment Date Period any LIBOR Advances Rate Loan having an Interest Period maturing on such Interest Payment Date into Prime Rate Advances. If Borrower ceases to be Streamline Eligibleday, in each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d)instance, and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereofin whole or in part in an amount not less than $500,000, or that is in an integral multiple of $50,000 in excess thereof. (b) Borrower Borrowers shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail to be received by Bank prior to 12:00 p.m. Pacific time Lender not later than 10:30 a.m. (iChicago time) at least three (3) Business Days in advance of the requested Conversion Date or Continuation Datecontinuation date, if any Advances are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances are to be converted into Prime Rate Advances, in each case specifying thespecifying: (i) the proposed Conversion Date or Continuation Datecontinuation date; (ii) the aggregate amount of the Advances Loans to be converted or continued;renewed; and (iii) nature of the proposed conversion or continuation; and (iv) if the resulting Advance is to be a LIBOR Advance, the duration of the requested Interest PeriodPeriod with respect to the Loans to be converted or continued as LIBOR Rate Loans. (c) If upon the expiration of any Interest Period applicable to any LIBOR AdvancesRate Loans, Borrower shall Borrowers have timely failed to select timely a new Interest Period to be applicable to such LIBOR Advances Rate Loans or request to convert a LIBOR Advance into a Prime Rate Advanceif any Incipient Default or Event of Default shall then exist, Borrower Borrowers shall be deemed to have elected to convert such LIBOR Advances Rate Loans into Prime Base Rate AdvancesLoans effective as of the expiration date of such current Interest Period. (d) Any Lender will, with reasonable promptness, notify Borrowers of each determination of a LIBOR Advances shall, at Bank’s option, immediately convert into Prime Rate Advances in Rate; provided that any failure to do so shall not relieve Borrowers of any liability hereunder or provide the event that (i) an Event of Default exists, (ii) Borrower ceases to be Streamline Eligible, or (iii) 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 shall at any time during such Interest Period exceeds the lesser of the Revolving Line or the Borrowing Base. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit the Designated Deposit Account or any other account Borrower maintains with Bank) any amounts required to compensate Bank basis for any loss (including loss of anticipated profits), cost, or expense incurred by Bank, as a result of the conversion of LIBOR Advances to Prime Rate Advances pursuant to this Section 3.5(d)claim against Lender. (e) Unless Lender shall otherwise agree, during the existence of an Event of Default, Borrowers may not elect to have any Loan converted into or continued as a LIBOR Rate Loan. (f) Notwithstanding anything any other provision contained in this Agreement, after giving effect to the contrary contained hereinany Advance, Bank or to any continuation or conversion of any Loans, there shall not be required to purchase Dollar deposits more than five (5) different Interest Periods in the London interbank market or other applicable LIBOR market to fund effect at any LIBOR Advances, but the provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund the LIBOR Advancestime.

Appears in 1 contract

Sources: Loan Agreement (Infocure Corp)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) Borrower is Streamline Eligible, (iii) neither Borrower shall not have sent any notice of termination of this Agreement; and (iviii) 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: (i1) elect to convert on any Business Day, Prime Rate Advances made to such Borrower into LIBOR AdvancesAdvances(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); (ii2) elect to continue on any Interest Payment Date any LIBOR Advances made to such Borrower maturing on such Interest Payment DateDate (provided that such Borrower may only elect to continue Advances consisting of LIBOR Advances at times when a Streamline Period is in effect); or (iii3) 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. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereof. (b) The applicable Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit F 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: (i1) proposed Conversion Date or Continuation Date; (ii2) aggregate amount of the Advances to be converted or continued; (iii3) nature of the proposed conversion or continuation; and (iv4) 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 AdvancesAdvances 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 shall, 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, immediately convert into Prime Rate Advances in the event that (iA) an Event of Default exists, (ii) Borrower ceases to be Streamline Eligible, or (iiiB) (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 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 exceeds exceed the lesser of the Revolving Line 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 BaseBase (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 BankBank 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

Sources: Loan and Security Agreement (Harmonic Inc)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default or Default exists; (ii) Borrower is Streamline Eligible, (iii) no Borrower shall not have sent any notice of termination of this Agreement; and (iviii) Borrower Borrowers shall have complied with such customary procedures as Bank has established from time to time for Borrower’s Borrowers’ requests for LIBOR Advances, Borrower Borrowers may, upon irrevocable written notice to Bank: (i) elect to convert on any Business Day, Prime Rate Advances into LIBOR Advancesin an amount equal to One Million Dollars ($1,000,000) or any amount in excess thereof; (ii) elect to continue on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment DateDate (or any part thereof in an amount equal to One Million Dollars ($1,000,000) or any amount in excess thereof); provided, that if the aggregate amount of LIBOR Advances shall have been reduced, by payment, prepayment, or conversion of part thereof, to be less than One Million Dollars ($1,000,000), such LIBOR Advances shall automatically convert into Prime Rate Advances, and on and after such date the right of Borrowers to continue such Advances as, and convert such Advances into, LIBOR Advances shall terminate; or (iii) elect to convert on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date (or any part thereof in an amount equal to One Million Dollars ($1,000,000) or any amount in excess thereof) into Prime Rate Advances. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereof. (b) Borrower Parent shall deliver a Notice of Conversion/Continuation in accordance with the form of Exhibit F by electronic mail terms hereof 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 are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances are to be converted into Prime Rate Advances, in each case specifying the: (i) proposed Conversion Date or Continuation Date; (ii) 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 One Million Dollars ($1,000,000) or any amount in excess thereof; (iii) nature of the proposed conversion or continuation; and (iv) 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, Borrower Borrowers 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, Borrower Borrowers shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances. (d) Any LIBOR Advances shall, at Bank’s option, immediately convert into Prime Rate Advances in the event that (i) an Event of Default exists, (ii) Borrower ceases to be Streamline Eligibleor Default shall exist, or (iiiii) 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 shall at any time during such Interest Period exceeds the lesser of exceed the Revolving Line or the Borrowing BaseLine. Borrower agrees Borrowers agree to pay Bank, upon demand by Bank (or Bank may, at its option, debit charge the Designated Deposit Account or any other account any 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 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

Sources: Loan and Security Agreement (Internet Brands, Inc.)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iviii) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Advances, Borrower may, upon irrevocable written notice to Bank: (i1) elect to convert on any Business Day, Prime Rate Advances into LIBOR Advances; (ii2) elect to continue on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date; or (iii3) elect to convert on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date into Prime Rate Advances. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereof. (b) Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail 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 are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances are to be converted into Prime Rate Advances, in each case specifying the: (i1) proposed Conversion Date or Continuation Date; (ii2) aggregate amount of the Advances to be converted or continued; (iii3) nature of the proposed conversion or continuation; and (iv4) 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, 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, 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 shall, at Bank’s option, immediately convert into Prime Rate Advances in the event that (i) an Event of Default exists, (ii) Borrower ceases to be Streamline Eligible, or (iii) 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 shall at any time during such Interest Period exceeds the lesser of the Revolving Line or the Borrowing Base. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit the Designated Deposit Account or any other account 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 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

Sources: Loan and Security Agreement (Millennial Media Inc.)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iviii) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Advances, Borrower may, upon irrevocable written notice to Bank: (i1) elect to convert on any Business Day, Prime Rate Advances into LIBOR Advances; (ii2) elect to continue on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date; or (iii3) elect to convert on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date into Prime Rate Advances. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereof. (b) Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail 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 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 or any Growth Capital Advances are to be converted into Prime Rate Advances, in each case specifying the: (i1) proposed Conversion Date or Continuation Date; (ii2) aggregate amount of the Term Loan, Advances or Growth Capital Advances to be converted or continued; (iii3) nature of the proposed conversion or continuation; and (iv4) 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, 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, Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances. (d) Any LIBOR Advances shall, at Bank’s option, immediately convert into Prime Rate Advances in the event that (i) an Event of Default exists, or (ii) Borrower ceases to be Streamline Eligible, or (iii) 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 shall at any time during such Interest Period exceeds the lesser of the Revolving Line or the Borrowing Base. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit the Designated Deposit Account or any other account 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 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

Sources: Loan and Security Agreement (RingCentral Inc)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iviii) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR AdvancesCredit Extensions, Borrower may, upon irrevocable written notice to Bank: (i1) elect to convert on any Business Day, Prime Rate Advances Credit Extensions into LIBOR AdvancesCredit Extensions; (ii2) elect to continue on any Interest Payment Date any LIBOR Advances Credit Extensions maturing on such Interest Payment Date; or (iii3) elect to convert on any Interest Payment Date any LIBOR Advances Credit Extensions maturing on such Interest Payment Date into Prime Rate Advances. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereofCredit Extensions. (b) Borrower shall deliver a Notice of Conversion/Continuation in the form of accordance with Section 10 attached hereto as Exhibit F by electronic mail D 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 Credit Extensions are to be converted into or continued as LIBOR AdvancesCredit Extensions; and (ii) on the Conversion Date, if any Advances Credit Extensions are to be converted into Prime Rate AdvancesCredit Extensions, in each case specifying the: (i1) proposed Conversion Date or Continuation Date; (ii2) aggregate amount of the Advances Credit Extensions to be converted or continuedcontinued (which shall be in minimum amounts of $500,000); (iii3) nature of the proposed conversion or continuation; and (iv4) 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 AdvancesCredit Extensions, 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 AdvanceCredit Extensions, Borrower shall be deemed to have elected for any such Dollar Credit Extensions, to convert such LIBOR Advances Credit Extensions into Prime Rate AdvancesCredit Extensions. (d) Any LIBOR Advances Credit Extensions shall, at Bank’s option, immediately convert into Prime Rate Advances Credit Extensions in the event that (i) an Event of Default exists, (ii) Borrower ceases to be Streamline Eligibleshall exist, or (iiiii) the aggregate principal amount of the Prime Rate Advances Credit Extensions which have been previously converted to LIBOR AdvancesCredit Extensions, or the aggregate principal amount of existing LIBOR Advances Credit Extensions continued, as the case may be, at the beginning of an Interest Period shall at any time during such Interest Period exceeds the lesser of exceed the Revolving Line or the Borrowing BaseTerm Loan Amount, as applicable. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit charge the Designated Deposit Account or any other account 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 a result of the conversion of LIBOR Advances to Prime Rate Advances pursuant to this Section 3.5(d3.7(c). (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 AdvancesCredit Extensions, but the provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund the LIBOR AdvancesCredit Extensions.

Appears in 1 contract

Sources: Loan and Security Agreement (Virage Logic Corp)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (ivii) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Advances, Borrower may, upon irrevocable written notice to Bank: (i1) elect to convert on any Business Day, Prime Rate Advances into LIBOR Advances; (ii2) elect to continue on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date; or (iii3) elect to convert on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date into Prime Rate Advances. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereof. (b) Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail 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 Credit Extensions are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances Credit Extensions are to be converted into Prime Rate Advances, in each case specifying the: (i1) proposed Conversion Date or Continuation Date; (ii2) aggregate amount of the Advances Credit Extensions to be converted or continued; (iii3) nature of the proposed conversion or continuation; and (iv4) 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, 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, 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 shall, at Bank’s option, immediately convert into Prime Rate Advances in the event that (i) an Event of Default exists, (ii) Borrower ceases to be Streamline Eligible, or (iii) 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 shall at any time during such Interest Period exceeds the lesser of the Revolving Line or the Borrowing Base. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit the Designated Deposit Account or any other account 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 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

Sources: Loan and Security Agreement (Oclaro, Inc.)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iviii) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR AdvancesLoans, Borrower may, upon irrevocable written notice to Bank: (i) elect to convert on any Business Day, Prime Rate Advances Loans into LIBOR AdvancesLoans; (ii) elect to continue on any Interest Payment Date any LIBOR Advances Loans maturing on such Interest Payment Date; or (iii) elect to convert on any Interest Payment Date any LIBOR Advances Loans maturing on such Interest Payment Date into Prime Rate Advances. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereofLoans. (b) Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail 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 Loans are to be converted into or continued as LIBOR AdvancesLoans; and (ii) on the Conversion Date, if any Advances Loans are to be converted into Prime Rate AdvancesLoans, in each case specifying the: (i) proposed Conversion Date or Continuation Date; (ii) aggregate amount of the Advances Loans to be converted or continued; (iii) nature of the proposed conversion or continuation; and (iv) 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 AdvancesLoans, 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 AdvanceLoans, Borrower shall be deemed to have elected to convert such LIBOR Advances Loans into Prime Rate AdvancesLoans. (d) Any LIBOR Advances Loans shall, at Bank’s option, immediately convert into Prime Rate Advances Loans in the event that (i) an Event of Default exists, (ii) Borrower ceases to be Streamline Eligibleshall exist, or (iiiii) the aggregate principal amount of the Advances that are Prime Rate Advances Loans which have been previously converted to LIBOR AdvancesLoans, or the aggregate principal amount of existing Advances that are LIBOR Advances Loans continued, as the case may be, at the beginning of an Interest Period shall at any time during such Interest Period exceeds the lesser of exceed the Revolving Line or the Borrowing BaseLine. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit charge the Designated Deposit Account or any other account 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 a result of the conversion of LIBOR Advances Loans to Prime Rate Advances Loans 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 AdvancesLoans, but the provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund the LIBOR AdvancesLoans.

Appears in 1 contract

Sources: Loan and Security Agreement (U.S. Auto Parts Network, Inc.)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iviii) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Advances, Borrower may, upon irrevocable written notice to Bank: (i1) elect to convert on any Business Day, Prime Rate Advances into LIBOR AdvancesAdvances(provided that Borrower may only elect to convert Advances consisting of Prime Rate Advances into LIBOR Advances at times when a Streamline Period is in effect); (ii2) elect to continue on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment DateDate (provided that Borrower may only elect to continue Advances consisting of LIBOR Advances at times when a Streamline Period is in effect); or (iii3) elect to convert on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date into Prime Rate Advances. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereof. (b) Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit F 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 are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances are to be converted into Prime Rate Advances, in each case specifying the: (i1) proposed Conversion Date or Continuation Date; (ii2) aggregate amount of the Advances to be converted or continued; (iii3) nature of the proposed conversion or continuation; and (iv4) 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, 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, Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances. (d) Any LIBOR Advances shall, shall (i) convert into Prime Rate Advances in the event that Streamline Period ceases to be in effect and (ii) at Bank’s option, immediately convert into Prime Rate Advances in the event that (iA) an Event of Default exists, (ii) Borrower ceases to be Streamline Eligible, or (iiiB) (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 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 exceeds exceed the lesser of the Revolving Line or the Borrowing Base. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit the Designated Deposit Account or any other account Borrower maintains with Bank) any amounts required to compensate Bank for any loss (including loss of anticipated profits), cost, or expense incurred by BankBank 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

Sources: Loan and Security Agreement (Harmonic Inc)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iviii) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s 's requests for LIBOR Advances, Borrower may, upon irrevocable written notice to Bank: (i1) elect to convert on any Business Day, Prime Rate Advances into LIBOR Advances; (ii2) elect to continue on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date; or (iii3) elect to convert on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date into Prime Rate Advances. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereof. (b) Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail 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 are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances are to be converted into Prime Rate Advances, in each case specifying the: (i1) proposed Conversion Date or Continuation Date; (ii2) aggregate amount of the Advances to be converted or continued; (iii3) nature of the proposed conversion or continuation; and (iv4) 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, 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, Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances. (d) Any LIBOR Advances shall, at Bank’s 's option, immediately convert into Prime Rate Advances in the event that (i) an Event of Default exists, or (ii) Borrower ceases to be Streamline Eligible, or (iii) 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 shall at any time during such Interest Period exceeds the lesser of the Revolving Line or the Borrowing Base. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit the Designated Deposit Account or any other account 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 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

Sources: Loan and Security Agreement (Pixelworks, Inc)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) The Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iv) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Advances, Borrower may, may upon irrevocable (subject to subsection 10.2(c) and Section 10.5) written notice to Bank: (ithe Agent in accordance with subsection 1.6(b) elect to convert on any Business Day, Prime any Base Rate Advances Loans into LIBOR Advances; (ii) Rate Loans or elect to continue on any the last day of the applicable Interest Payment Date Period any LIBOR Advances Rate Loans having Interest Periods maturing on such Interest Payment Date; or (iii) elect to convert on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date into Prime Rate Advances. If Borrower ceases to be Streamline Eligibleday, in each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d)instance, and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereofin whole or in part in an amount not less than $100,000, or that is in an integral multiple of $50,000 in excess thereof. (b) The Borrower shall deliver a Notice of ConversionContinuation/Continuation in the form of Exhibit F by electronic mail Conversion to be received by Bank prior to 12:00 the Agent not later than 12:30 p.m. Pacific time (iChicago time) at least three (3) Business Days in advance of the requested Conversion Date or Continuation Datecontinuation date, if any Advances are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances are to be converted into Prime Rate Advances, in each case specifying thespecifying: (i) the proposed Conversion Date or Continuation Datecontinuation date; (ii) the aggregate amount of the Advances Loans to be converted or continued;; and (iii) nature of the proposed conversion or continuation; and (iv) if the resulting Advance is to be a LIBOR Advance, the duration of the requested Interest PeriodPeriod with respect to the Loans to be converted or continued as LIBOR Rate Loans. (c) If upon the expiration of any Interest Period applicable to any LIBOR AdvancesRate Loans, the Borrower shall have timely has failed to select timely a new Interest Period to be applicable to such LIBOR Advances Rate Loans or request to convert a LIBOR Advance into a Prime Rate Advanceif any Event of Default shall then exist, the Borrower shall be deemed to have elected to convert such LIBOR Advances Rate Loans into Prime Base Rate AdvancesLoans effective as of the expiration date of such current Interest Period. (d) Any LIBOR Advances shallUpon receipt of a Notice of Continuation/Conversion, at Bank’s optionthe Agent will promptly notify each Lender thereof. In addition, immediately convert into Prime Rate Advances in the event Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of LIBOR; provided, that (i) an Event any failure to do so shall not relieve the Borrower of Default exists, (ii) Borrower ceases any liability hereunder or provide the basis for any claim against the Agent. All conversions and continuations shall be made pro rata according to be Streamline Eligible, or (iii) the aggregate respective outstanding principal amount amounts of the Prime Rate Advances Loans with respect to 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 shall at any time during such Interest Period exceeds the lesser of the Revolving Line or the Borrowing Base. Borrower agrees to pay Bank, upon demand notice was given held by Bank (or Bank may, at its option, debit the Designated Deposit Account or any other account 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 a result of the conversion of LIBOR Advances to Prime Rate Advances pursuant to this Section 3.5(d)each Lender. (e) Unless the Required Lenders shall otherwise agree, during the existence of an Event of Default, the Borrower may not elect to have a Loan converted into or continued as a LIBOR Rate Loan. (f) Notwithstanding anything any other provision contained in this Agreement, after giving effect to the contrary contained hereinany Borrowing, Bank or to any continuation or conversion of any Loans, there shall not be required to purchase Dollar deposits more than seven (7) different Interest Periods in effect. (g) LIBOR Rate Loans that shall have been evidenced by the London interbank market or other applicable Original Credit Agreement and remain outstanding as of the Restatement Effective Date shall continue as LIBOR market to fund any LIBOR Advances, but Rate Loans hereunder and the provisions hereof Interest Periods relating thereto shall be deemed to apply continue as if Bank had purchased such deposits to fund the LIBOR AdvancesInterest Periods hereunder.

Appears in 1 contract

Sources: Credit Agreement (WII Components, Inc.)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iviii) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Advances, Borrower may, upon irrevocable written notice to Bank: (i1) elect to convert on any Business Day, Prime Rate Advances into LIBOR Advances; (ii2) elect to continue on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date; or (iii3) elect to convert on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date into Prime Rate Advances. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereof. (b) Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail 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 or any Advances are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if the Term Loan or any Advances are to be converted into Prime Rate Advances, in each case specifying the: (i1) proposed Conversion Date or Continuation Date; (ii2) aggregate amount of the Term Loan or Advances to be converted or continued; (iii3) nature of the proposed conversion or continuation; and (iv4) if the resulting Term Loan or 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, 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, Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances. (d) Any LIBOR Advances shall, at Bank’s option, immediately convert into Prime Rate Advances in the event that (i) an Event of Default exists, or (ii) Borrower ceases to be Streamline Eligible, or (iii) 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 shall at any time during such Interest Period exceeds the lesser of the Revolving Line or the Borrowing BaseCMRR multiplied by the Advance Rate. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit the Designated Deposit Account or any other account 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 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

Sources: Loan and Security Agreement (RingCentral Inc)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default or Default exists; (ii) Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iviii) Borrower shall have complied with such customary procedures as Bank has Lenders have established from time to time for Borrower’s requests for LIBOR AdvancesCredit Extensions, Borrower may, upon irrevocable written notice to BankAgent: (i) elect to convert on any Business Day, Prime Rate Advances Credit Extensions in an amount equal to $1,000,000 or any integral multiple of $1,000,000 in excess thereof into LIBOR AdvancesCredit Extensions; (ii) elect to continue on any Interest Payment Date any LIBOR Advances Credit Extensions maturing on such Interest Payment DateDate (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 if the aggregate amount of LIBOR Credit Extensions shall have been reduced, by payment, prepayment, or conversion of part thereof, to be less than $1,000,000, such LIBOR Credit Extensions shall automatically convert into Prime Rate Credit Extensions, and on and after such date the right of Borrower to continue such Credit Extensions as, and convert such Credit Extensions into, LIBOR Credit Extensions shall terminate; or (iii) elect to convert on any Interest Payment Date any LIBOR Advances Credit Extensions 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. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereofCredit Extensions. (b) Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail accordance with Section 10 to be received by Bank Agent prior to 12:00 p.m. Pacific 11:00 a.m. Eastern time at least (i) at least three (3) Business Days in advance of the Conversion Date or Continuation Date, if any Advances Credit Extensions are to be converted into or continued as LIBOR AdvancesCredit Extensions; and (ii) on one (1) Business Day in advance of the Conversion Date, if any Advances Credit Extensions are to be converted into Prime Rate AdvancesCredit Extensions, in each case specifying the: (i) proposed Conversion Date or Continuation Date; (ii) aggregate amount of the Advances Credit Extensions to be converted or continued;continued which, if any Credit Extensions are to be converted into or continued as LIBOR Credit Extensions, shall be in an aggregate minimum principal amount of $1,000,000 or in any integral multiple of $1,000,000 in excess thereof; and (iii) nature of the proposed conversion or continuation; and (iv) 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 AdvancesCredit Extensions, 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 AdvanceCredit Extensions, Borrower shall be deemed to have elected to convert such LIBOR Advances Credit Extensions into Prime Rate AdvancesCredit Extensions. (d) Any LIBOR Advances Credit Extensions shall, at BankAgent’s option, immediately convert into Prime Rate Advances Credit Extensions in the event that (i) an Event of Default exists, (ii) Borrower ceases to be Streamline Eligibleor Default shall exist, or (iiiii) the aggregate principal amount of the Prime Rate Advances Credit Extensions which have been previously converted to LIBOR AdvancesCredit Extensions, or the aggregate principal amount of existing LIBOR Advances Credit Extensions continued, as the case may be, at the beginning of an Interest Period shall at any time during such Interest Period exceeds exceed the lesser of the Revolving Line or the Borrowing BaseTerm Loan Amount. Borrower agrees to pay BankAgent, upon demand by Bank Agent (or Bank Agent or Lenders may, at its their option, debit charge the Designated Deposit Account or any other account Borrower maintains with BankLenders) any amounts required to compensate Bank Agent and Lenders for any loss ({including loss of anticipated profits), cost, or expense incurred by BankAgent or Lenders, as a result of the conversion of LIBOR Advances Credit Extensions to Prime Rate Advances Credit Extensions pursuant to this Section 3.5(d)any of the foregoing. (e) Notwithstanding anything to the contrary contained herein, Bank Lenders shall not be required to purchase United States Dollar deposits in the London interbank market or other applicable LIBOR market to fund any LIBOR AdvancesCredit Extensions, but the provisions hereof shall be deemed to apply as if Bank Lenders had purchased such deposits to fund the LIBOR AdvancesCredit Extensions.

Appears in 1 contract

Sources: Loan and Security Agreement (GAIN Capital Holdings, Inc.)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) Borrower is Streamline Eligible, (iii) Borrower Borrowers shall not have sent any notice of termination of this Agreement; and (iviii) Borrower Borrowers shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Advances, either Administrative Borrower or Singapore Borrower, as applicable, may, upon irrevocable written notice to Bank: (i1) elect to convert on any Business Day, Prime Rate Advances into LIBOR Advances; (ii2) elect to continue on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date; or (iii3) elect to convert on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date into Prime Rate Advances. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereof. (b) Either Administrative Borrower or Singapore Borrower, as applicable, shall deliver a Notice of Conversion/Continuation in the form of Exhibit F 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 are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances are to be converted into Prime Rate Advances, in each case specifying the: (i1) proposed Conversion Date or Continuation Date; (ii2) aggregate amount of the Advances to be converted or continued; (iii3) nature of the proposed conversion or continuation; and (iv4) 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, 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, 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 shall, at Bank’s option, immediately convert into Prime Rate Advances in the event that (i) an Event of Default exists, or (ii) Borrower ceases to be Streamline Eligible, or (iii) 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 shall at any time during such Interest Period exceeds the lesser of the Revolving Line or the Borrowing Base. Borrower agrees Borrowers agree to pay Bank, upon demand by Bank (or Bank may, at its option, debit the Designated Deposit Account or any other account 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 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

Sources: Loan and Security Agreement (Aviat Networks, Inc.)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) Borrower Subject to Section 2.4(b), unless any outstanding Advance is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iv) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Advances, Borrower may, upon irrevocable written notice to Bank: (i) elect to convert on any Business Day, Prime Rate Advances into LIBOR Advances; (ii) elect to continue repaid in full on any Interest Payment Date any Date, if such Advance is a Base Rate Advance, it will be continued as such, and if such Advance is a LIBOR Advances maturing on Advance, it will be converted into a Base Rate Advance as of such Interest Payment Date; or (iii) elect to convert on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date into Prime Rate Advances. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereof. (b) Borrower The Company may, by delivery of a Notice of Conversion/Continuation to the Agent in accordance with Section 2.4(c), elect, (i) as of any Business Day, to convert any Base Rate Advance, or portion thereof that will be outstanding after such Business Day, into a LIBOR Advance, or (ii) as of any Interest Payment Date, to continue any existing LIBOR Advance, or portion thereof that will be outstanding after such Interest Payment Date, as a LIBOR Advance; provided, that (x) a Base Rate Advance may be converted into a LIBOR Advance only if the aggregate amount of all Advances, including such Base Rate Advance, being borrowed or continued as or converted to LIBOR Advances on the relevant Business Day equals or exceeds $1,000,000 and the Interest Period for such LIBOR Advances is at least 26 days long; and (y) if at any time the aggregate amount of LIBOR Advances having the same Interest Period is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Advances shall automatically convert into Base Rate Advances. (c) The Company shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail Continuation, which notice shall be irrevocable, to be received by Bank prior to the Agent not later than 12:00 p.m. Pacific time noon (iNew York City time) at least three (3) Business Days in advance of the Conversion Date or Conversion/ Continuation Date, if any Advances are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances are to be converted into Prime Rate Advances, in each case specifying thespecifying: (iA) the proposed Conversion Date or Conversion/Continuation Date;; and (iiB) the aggregate amount of the Advances to be converted or continued; (iii) nature of the proposed conversion or continuation; and (iv) 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, 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, Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances. (d) Any LIBOR Advances shallThe Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation or, at Bank’s optionif no timely notice is provided by the Company, immediately convert into Prime Rate Advances in the event that (i) an Event of Default exists, (ii) Borrower ceases to be Streamline Eligible, or (iii) the aggregate principal amount Agent will promptly notify each Bank of the Prime Rate Advances which have been previously converted details of any automatic conversion. All conversions and continuations shall be made ratably according 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 shall at any time during such Interest Period exceeds the lesser respective Principal Amounts of the Revolving Line or Advances with respect to which the Borrowing Base. Borrower agrees to pay notice was given held by each Bank, upon demand by Bank (or Bank may, at its option, debit the Designated Deposit Account or any other account 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 a result of the conversion of LIBOR Advances to Prime Rate Advances pursuant to this Section 3.5(d). (e) Notwithstanding anything After giving effect to any conversion or continuation of Advances, unless the contrary contained hereinAgent shall otherwise consent, Bank shall there may not be required to purchase Dollar deposits more than five different Interest Periods 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 Advanceseffect.

Appears in 1 contract

Sources: Credit Agreement (Maxxam Inc)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iviii) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Advances, Borrower may, upon irrevocable written notice to Bank: (i) elect to convert on any Business Day, Prime Rate Advances into LIBOR Advances; (ii) elect to continue on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date; or (iii) elect to convert on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date into Prime Rate Advances. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereof. (b) Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail 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 are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances are to be converted into Prime Rate Advances, in each case specifying the: (i) proposed Conversion Date or Continuation Date; (ii) aggregate amount of the Advances to be converted or continued; (iii) nature of the proposed conversion or continuation; and (iv) 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, 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, Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances. (d) Any LIBOR Advances shall, at Bank’s option, immediately convert into Prime Rate Advances in the event that (i) an Event of Default exists, (ii) Borrower ceases to be Streamline Eligibleshall exist, or (iiiii) 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 shall at any time during such Interest Period exceeds the lesser of exceed the Revolving Line or the Borrowing BaseLine. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit charge the Designated Deposit Account or any other account Borrower maintains with Bank) any amounts required to compensate Bank for any loss (including loss of anticipated profits), cost, or expense incurred by Bank, 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

Sources: Loan Agreement (Harmonic Inc)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iviii) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Advances, Borrower may, upon irrevocable written notice to Bank: (i1) elect to convert on any Business Day, Prime Rate Advances into LIBOR Advances; (ii2) elect to continue on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date; or (iii3) elect to convert on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date into Prime Rate Advances. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereof. (b) Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail 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 are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances are to be converted into Prime Rate Advances, in each case specifying the: (i1) proposed Conversion Date or Continuation Date; (ii2) aggregate amount of the Advances to be converted or continued; (iii3) nature of the proposed conversion or continuation; and (iv4) 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, 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, Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances. (d) Any LIBOR Advances shall, at Bank’s option, immediately convert into Prime Rate Advances in the event that (i) an Event of Default exists, (ii) Borrower ceases to be Streamline Eligibleshall exist, or (iiiii) 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 shall at any time during such Interest Period exceeds the lesser of exceed the Revolving Line or the Borrowing BaseLine. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit charge the Designated Deposit Account or any other account 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 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

Sources: Loan and Security Agreement (LOCAL.COM)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) The Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iv) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Advances, Borrower may, may upon irrevocable (subject to subsection 10.2(c) and Section 10.5) written notice to Bank: (ithe Agent in accordance with subsection 1.6(b) elect to convert on any Business Day, Prime any Base Rate Advances Loans into LIBOR Advances; (ii) Rate Loans or elect to continue on any the last day of the applicable Interest Payment Date Period any LIBOR Advances Rate Loans having Interest Periods maturing on such Interest Payment Date; or (iii) elect to convert on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date into Prime Rate Advances. If Borrower ceases to be Streamline Eligibleday, in each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d)instance, and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereofin whole or in part in an amount not less than $100,000, or that is in an integral multiple of $50,000 in excess thereof. (b) The Borrower shall deliver a Notice of ConversionContinuation/Continuation in the form of Exhibit F by electronic mail Conversion to be received by Bank prior to 12:00 p.m. Pacific time the Agent not later than 11:00 a.m. (iChicago time) at least three (3) Business Days in advance of the requested Conversion Date or Continuation Datecontinuation date, if any Advances are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances are to be converted into Prime Rate Advances, in each case specifying thespecifying: (i) the proposed Conversion Date or Continuation Datecontinuation date; (ii) the aggregate amount of the Advances Loans to be converted or continued;; and (iii) nature of the proposed conversion or continuation; and (iv) if the resulting Advance is to be a LIBOR Advance, the duration of the requested Interest PeriodPeriod with respect to the Loans to be converted or continued as LIBOR Rate Loans. (c) If upon the expiration of any Interest Period applicable to any LIBOR AdvancesRate Loans, the Borrower shall have timely has failed to select timely a new Interest Period to be applicable to such LIBOR Advances Rate Loans or request to convert a LIBOR Advance into a Prime Rate Advanceif any Event of Default shall then exist, the Borrower shall be deemed to have elected to convert such LIBOR Advances Rate Loans into Prime Base Rate AdvancesLoans effective as of the expiration date of such current Interest Period. (d) Any LIBOR Advances shallUpon receipt of a Notice of Continuation/Conversion, at Bank’s optionthe Agent will promptly notify each Lender thereof. In addition, immediately convert into Prime Rate Advances in the event Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of LIBOR; provided that (i) an Event any failure to do so shall not relieve the Borrower of Default exists, (ii) Borrower ceases any liability hereunder or provide the basis for any claim against the Agent. All conversions and continuations shall be made pro rata according to be Streamline Eligible, or (iii) the aggregate respective outstanding principal amount amounts of the Prime Rate Advances Loans with respect to 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 shall at any time during such Interest Period exceeds the lesser of the Revolving Line or the Borrowing Base. Borrower agrees to pay Bank, upon demand notice was given held by Bank (or Bank may, at its option, debit the Designated Deposit Account or any other account 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 a result of the conversion of LIBOR Advances to Prime Rate Advances pursuant to this Section 3.5(d)each Lender. (e) Unless the Agent or the Required Lenders shall otherwise agree, during the existence of an Event of Default, the Borrower may not elect to have a Loan converted into or continued as a LIBOR Rate Loan. (f) Notwithstanding anything any other provision contained in this Agreement, after giving effect to the contrary contained hereinany Borrowing, Bank or to any continuation or conversion of any Loans, there shall not be required to purchase Dollar deposits more than seven (7) different Interest Periods 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 Advanceseffect.

Appears in 1 contract

Sources: Credit Agreement (Brickman Group LTD)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) Borrower is Streamline Eligible, (iii) Borrower Borrowers shall not have sent any notice of termination of this Agreement; and (iviii) Borrower Borrowers shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Advances, either Administrative Borrower or Singapore Borrower, as applicable, may, upon irrevocable written notice to Bank: (i1) elect to convert on any Business Day, Prime Rate Advances into LIBOR Advances; (ii2) elect to continue on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date; or (iii3) elect to convert on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date into Prime Rate Advances. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereof. (b) Either Administrative Borrower or Singapore Borrower, as applicable, shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail 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 are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances are to be converted into Prime Rate Advances, in each case specifying the: (i1) proposed Conversion Date or Continuation Date; (ii2) aggregate amount of the Advances to be converted or continued; (iii3) nature of the proposed conversion or continuation; and (iv4) 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, 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, 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 shall, at Bank’s option, immediately convert into Prime Rate Advances in the event that (i) an Event of Default exists, or (ii) Borrower ceases to be Streamline Eligible, or (iii) 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 shall at any time during such Interest Period exceeds the lesser of the Revolving Line or the Borrowing Base. Borrower agrees Borrowers agree to pay Bank, upon demand by Bank (or Bank may, at its option, debit the Designated Deposit Account or any other account 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 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

Sources: Loan and Security Agreement (Aviat Networks, Inc.)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iviii) Borrower shall have complied with such customary procedures as Bank Lender has established from time to time for Borrower’s requests for LIBOR Advances, Borrower may, upon irrevocable written notice to Bank:Lender, (i) elect to convert on any Business Day, Prime Rate Advances in an amount equal to $100,000 or any integral multiple of $100,000 in excess thereof into LIBOR Advances; (ii) elect to continue on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment DateDate (or any part thereof in an amount equal to $100,000 or any integral multiple of $100,000 in excess thereof); provided, that if the aggregate amount of LIBOR Advances 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 (iii) elect to convert on any Interest Payment Date any LIBOR Advances 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. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereof. (b) Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail 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 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 are to be converted into Prime Rate Advances, in each case specifying the: (i) proposed Conversion Date or Continuation Date; (ii) 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; (iii) nature of the proposed conversion or continuation; and (iv) 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, 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, (ii) Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances. (d) Any LIBOR Advances shall, at BankLender’s option, immediately convert into Prime Rate Advances in the event that (i) an Event of Default exists, (ii) Borrower ceases to be Streamline Eligibleshall exist, or (iiiii) 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 shall at any time during such Interest Period exceeds the lesser of exceed the Revolving Line or the Borrowing BaseAvailability Amount. Borrower agrees to pay BankLender, upon demand by Bank Lender (or Bank Lender may, at its option, debit charge the Designated Deposit Account or any other account Borrower maintains with BankLender) any amounts required to compensate Bank Lender for any loss (including loss of anticipated profits), cost, or expense incurred by BankLender, 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

Sources: Loan and Security Agreement (Energy Recovery, Inc.)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iviii) Borrower shall have complied with such customary procedures as Bank Lender has established from time to time for Borrower’s requests for LIBOR Advances, Borrower may, upon irrevocable written notice to BankLender: (i1) elect to convert on any Business Day, Prime Rate Advances into LIBOR Advances; (ii2) elect to continue on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date; or (iii3) elect to convert on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date into Prime Rate Advances. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereof. (b) Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail 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 are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Term Loan Advances are to be converted into Prime Rate Advances, in each case specifying the: (i1) proposed Conversion Date or Continuation Date; (ii2) aggregate amount of the Term Loan Advances to be converted or continued; (iii3) nature of the proposed conversion or continuation; and (iv4) 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, 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, 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 shall, at Bank’s option, immediately convert into Prime Rate Advances in the event that (i) an Event of Default exists, (ii) Borrower ceases to be Streamline Eligible, or (iii) 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 shall at any time during such Interest Period exceeds the lesser of the Revolving Line or the Borrowing Base. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit the Designated Deposit Account or any other account 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 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

Sources: Mezzanine Loan and Security Agreement (Lantronix Inc)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default existsexists and is continuing; (ii) Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iviii) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Advances, Borrower may, upon irrevocable written notice to Bank: (i1) provided a Streamline Period is in effect, elect to convert on any Business Day, Prime Rate Advances into LIBOR Advances; (ii2) provided a Streamline Period is in effect, elect to continue on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date; or (iii3) elect to convert on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date into Prime Rate Advances. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereof. (b) Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit F 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 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 are to be converted into Prime Rate Advances, in each case specifying the: (i1) proposed Conversion Date or Continuation Date; (ii2) aggregate amount of the Advances to be converted or continued; (iii3) nature of the proposed conversion or continuation; and (iv4) 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, 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, Borrower shall be deemed to have elected for any such Advances, to convert such LIBOR Advances into Prime Rate Advances. (d) Any LIBOR Advances shall, at Bank’s option, immediately convert into Prime Rate Advances in the event that (i) an Event of Default exists, (ii) Borrower ceases to be a Streamline EligiblePeriod is not in effect, or (iii) 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 shall at any time during such Interest Period exceeds the lesser of the Revolving Line or the Borrowing Base. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit the Designated Deposit Account or any other account 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 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

Sources: Loan and Security Agreement (Calix, Inc)

Conversion and Continuation Elections. (ai) So long as (ix) no Event of Default or Default exists; (ii) Borrower is Streamline Eligible, (iiiy) Borrower shall not have sent any notice of termination of this Agreement; and (ivz) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Advances, Borrower may, upon irrevocable written notice to Bank: (i1) elect to convert on any Business Day, Prime Rate Advances in an amount equal to $500,000 or any integral multiple of $100,000 in excess thereof into LIBOR Advances; (ii2) elect to continue on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment DateDate (or any part thereof in an amount equal to $500,000 or any integral multiple of $100,000 in excess thereof); provided that if the aggregate amount of LIBOR Advances 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 (iii3) elect to convert on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date (or any part thereof in an amount equal to $500,000 or any integral multiple of $100,000 in excess thereof) into Prime Rate Advances. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereof. (bii) Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail 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 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 are to be converted into Prime Rate Advances, in each case specifying the: (i1) proposed Conversion Date or Continuation Date; (ii2) 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 $100,000 in excess thereof; (iii3) nature of the proposed conversion or continuation; and (iv4) if the resulting Advance is to be a LIBOR Advance, the duration of the requested Interest Period. (ciii) If upon the expiration of any Interest Period applicable to any LIBOR Advances, 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, Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances. (div) Any LIBOR Advances shall, at Bank’s option, immediately convert into Prime Rate Advances in the event that (i) an Event of Default exists, (ii) Borrower ceases to be Streamline Eligibleor Default shall exist, or (iiiii) 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 shall at any time during such Interest Period exceeds exceed the lesser of the Committed Non-Formula Revolving Line or the Borrowing BaseLine. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit charge the Designated Borrower’s Deposit Account or any other account 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 a result of the conversion of LIBOR Advances to Prime Rate Advances pursuant to this Section 3.5(d)any of the foregoing. (ev) 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

Sources: Loan and Security Agreement (Quicklogic Corporation)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iviii) Borrower shall have complied with such customary procedures procedures, applicable to Bank’s borrowers generally, as Bank has established from time to time for Borrower’s requests for LIBOR Advances, Borrower may, upon irrevocable written notice to Bank: (i1) elect to convert on any Business Day, Prime Rate Advances into LIBOR Advances; (ii2) elect to continue on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date; or (iii3) elect to convert on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date into Prime Rate Advances. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereof. (b) Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail 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 are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances are to be converted into Prime Rate Advances, in each case specifying the: (i1) proposed Conversion Date or Continuation Date; (ii2) aggregate amount of the Advances to be converted or continuedcontinued as LIBOR Advances; (iii3) nature of the proposed conversion or continuation; and (iv4) 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, 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, Borrower shall be deemed to have elected elected, to convert such LIBOR Advances into Prime Rate Advances. (d) Any LIBOR Advances shall, at Bank’s option, immediately convert into Prime Rate Advances in the event that (i) an Event of Default or Default exists, (ii) Borrower ceases to be Streamline Eligible, or (iiiii) 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 shall at any time during such Interest Period exceeds the lesser of exceed the Revolving Line or the Borrowing BaseLine. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit the Designated Deposit Account or any other account 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 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

Sources: Loan and Security Agreement (Intersections Inc)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default or Default exists; (ii) Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iviii) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Advances, Borrower may, upon irrevocable written notice to Bank: (i) elect to convert on any Business Day, Prime Rate Advances in an amount equal to $500,000 or any integral multiple of $500,000 in excess thereof into LIBOR Advances; (ii) elect to continue on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment DateDate (or any part thereof in an amount equal to $500,000 or any integral multiple of $500,000 in excess thereof); provided, that if the aggregate amount of LIBOR Advances 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 (iii) elect to convert on any Interest Payment Date any LIBOR Advances 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. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereof. (b) Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail 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 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 are to be converted into Prime Rate Advances, in each case specifying the: (i) proposed Conversion Date or Continuation Date; (ii) 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; (iii) nature of the proposed conversion or continuation; and (iv) 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, 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, Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances. (d) Any LIBOR Advances shall, at Bank’s option, immediately convert into Prime Rate Advances in the event that (i) an Event of Default exists, (ii) Borrower ceases to be Streamline Eligibleor Default shall exist, or (iiiii) 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 shall at any time during such Interest Period exceeds the lesser of exceed the Revolving Line or the Borrowing BaseLine. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit charge the Designated Deposit Account or any other account 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 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

Sources: Loan and Security Agreement (Ista Pharmaceuticals Inc)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iviii) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Advances, Borrower may, upon irrevocable written notice to Bank: (i1) elect to convert on any Business Day, Prime Rate Advances into LIBOR Advances; (ii2) elect to continue on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date; or (iii3) elect to convert on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date into Prime Rate Advances. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereof. (b) Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail 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 are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances are to be converted into Prime Rate Advances, in each case specifying the: (i1) proposed Conversion Date or Continuation Date; (ii2) aggregate amount of the Advances to be converted or continued; (iii3) nature of the proposed conversion or continuation; and (iv4) 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, 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, 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 shall, at Bank’s option, immediately convert into Prime Rate Advances in the event that (i) an Event of Default exists, (ii) Borrower ceases to be Streamline Eligible, or (iii) 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 shall at any time during such Interest Period 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 Line or the Borrowing Base, or (iii) an Off-Streamline Period has commenced. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit the Designated Deposit Account or any other account 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 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

Sources: Loan and Security Agreement (Electro Scientific Industries Inc)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iviii) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Advances, Borrower may, upon irrevocable written notice to Bank: (i1) elect to convert on any Business Day, Prime Rate Advances into LIBOR Advances; (ii2) elect to continue on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date; or (iii3) elect to convert on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date into Prime Rate Advances. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereof. (b) Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail 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 are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances are to be converted into Prime Rate Advances, in each case specifying the: (i1) proposed Conversion Date or Continuation Date; (ii2) aggregate amount of the Advances to be converted or continued; (iii3) nature of the proposed conversion or continuation; and (iv4) 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, 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, Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances. (d) Any LIBOR Advances shall, at Bank’s option, immediately convert into Prime Rate Advances in the event that (i) an Event of Default exists, or (ii) Borrower ceases to be Streamline Eligible, or (iii) 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 shall at any time during such Interest Period exceeds the lesser of exceed the Revolving Line or the Borrowing BaseLine. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit the Designated Deposit Account or any other account 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 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

Sources: Loan and Security Agreement (TrueCar, 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) Borrower is Streamline Eligible, (iii) Borrower no party hereto shall not have sent any notice of termination of this Agreement; and (iv3) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Advances, Borrower may, upon irrevocable written notice to Bank: (i) elect to convert on any Business Day, Prime Rate Advances in an amount equal to $1,000,000 or any integral multiple of $100,000 in excess thereof into LIBOR Advances; (ii) elect to continue on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment DateDate (or any part thereof in an amount equal to $1,000,000 or any integral multiple of $100,000 in excess thereof); provided, that if the aggregate amount of LIBOR Advances 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 (iii) elect to convert on any Interest Payment Date any LIBOR Advances 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. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereof. (b) Borrower shall deliver a Notice of Conversion/Continuation substantially in the form of attached hereto as Exhibit F by electronic mail 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 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 are to be converted into Prime Rate Advances, in each case specifying thespecifying: (i) the proposed Conversion Date or Continuation Date;; EXECUTION COPY (ii) 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; (iii) nature of the proposed whether a conversion or continuationa continuation is proposed; and (iv) 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, 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, Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances. (d) Any LIBOR Advances shall, at Bank’s option, immediately convert into Prime Rate Advances in the event that (i) 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) Borrower ceases to be Streamline Eligiblethe Agreement shall terminate, or (iii) 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 shall at any time during such Interest Period exceeds exceed the lesser of the Committed Revolving Line or the Borrowing BaseLine. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit charge the Designated Deposit Account or any other account 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 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

Sources: Loan and Security Agreement (Equinix Inc)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default or Default exists; (ii) Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this the Loan Agreement; and (iviii) Borrower shall have complied with such customary and reasonable procedures as Bank has established from time to time for Borrower’s requests for LIBOR Advances, Borrower may, upon irrevocable written notice to Bank: (i1) elect to convert on any Business Day, Prime Rate Advances into LIBOR Advances; (ii2) elect to continue on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date; or (iii3) elect to convert on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date into Prime Rate Advances. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereof. (b) Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail 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 are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances are to be converted into Prime Rate Advances, in each case specifying the: (i1) proposed Conversion Date or Continuation Date; (ii2) aggregate amount of the Advances to be converted or continued; (iii3) nature of the proposed conversion or continuation; and (iv4) 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, 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 AdvanceAdvances, Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances. (d) Any LIBOR Advances shall, at Bank’s option, immediately convert into Prime Rate Advances in the event that (i) an Event of Default exists, (ii) Borrower ceases to be Streamline Eligibleor Default shall exist, or (iiiii) 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 shall at any time during such Interest Period exceeds the lesser of exceed the Revolving Line or the Borrowing BaseLine. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit charge the Designated Deposit Account or any other account 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 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

Sources: Loan and Security Agreement (Evergreen Solar Inc)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) Borrower is Streamline EligibleDuring the period from the Interim Facility Effective Date to the Termination Date, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iv) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Advances, Borrower the Company may, upon irrevocable written notice to Bank: the Administrative Agent in accordance with Section 2.03(b): (i) elect to convert on elect, as of any Business Day, Prime in the case of Base Rate Advances Loans, or as of the last day of the applicable Interest Period, in the case of LIBOR Loans, to convert any such Revolving Credit Loans into LIBOR Advances; Revolving Credit Loans of any other Interest Rate Type; or (ii) elect as of the last day of the applicable Interest Period, to continue on any Revolving Credit Loans having Interest Payment Date any LIBOR Advances maturing Periods expiring on such Interest Payment Dateday; or (iii) elect provided, that if at any time a LIBOR Loan in respect of any Revolving Credit Borrowing is reduced, by payment, prepayment, or conversion of part thereof to convert on any Interest Payment Date any less than $1,000,000, such LIBOR Advances maturing on such Interest Payment Date into Prime Rate Advances. If Borrower ceases to be Streamline Eligible, each LIBOR Advance Loan shall immediately and automatically convert into a Prime Base Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereofLoan. (b) Borrower The Company shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail to be received by Bank prior to 12:00 the Administrative Agent not later than 1:00 p.m. Pacific time (Houston, Texas time) at least (i) at least three (3) Business Days in advance of the Conversion Date or Conversion/Continuation Date, if any Advances the Revolving Credit Loans are to be converted into or continued as LIBOR AdvancesLoans; and (ii) on one (1) Business Day in advance of the Conversion Conversion/Continuation Date, if any Advances the Revolving Credit Loans are to be converted into Prime Base Rate AdvancesLoans, in each case specifying the: specifying: (iA) the proposed Conversion Date or Conversion/Continuation Date; ; (iiB) the aggregate amount of the Advances Revolving Credit Loans to be converted or continued; ; (iiiC) nature the Interest Rate Type of Loans resulting from the proposed conversion or continuation; and and (ivD) if other than in the resulting Advance is to be a LIBOR Advancecase of conversions into Base Rate Loans, the duration of the requested Interest Period, which shall be one month. (c) If upon the expiration of any Interest Period applicable to any LIBOR Advances, Borrower shall have timely Loans the Company has failed to select timely a new Interest Period Period, which shall be one month, to be applicable to such LIBOR Advances Loans, or request to convert a LIBOR Advance into a Prime Rate Advanceif any Default or Event of Default then exists, Borrower the Company shall be deemed to have elected to convert such LIBOR Advances Loans into Prime Base Rate AdvancesLoans effective as of the expiration date of such Interest Period. (d) Any LIBOR Advances shallThe Administrative Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation, at Bank’s optionor, immediately convert into Prime Rate Advances in if no timely notice is provided by the event that (i) an Event of Default existsCompany, (ii) Borrower ceases to be Streamline Eligible, or (iii) the aggregate principal amount Administrative Agent will promptly notify each Lender of the Prime Rate Advances which have been previously converted details of any automatic conversion. All conversions and continuations shall be made ratably according to LIBOR Advances, or the aggregate respective Lender’s Pro Rata Share of outstanding principal amount of existing LIBOR Advances continued, as the case may be, at the beginning of an Interest Period shall at any time during such Interest Period exceeds the lesser amounts of the Revolving Line or Credit Loans with respect to which the Borrowing Base. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit the Designated Deposit Account or any other account 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 a result of the conversion of LIBOR Advances to Prime Rate Advances pursuant to this Section 3.5(d)notice was given. (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

Sources: Debt Agreement (Breitburn Energy Partners LP)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iviii) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Advances, Borrower may, upon irrevocable written notice to Bank: (i1) elect to convert on any Business Day, Prime Rate Advances into LIBOR Advances; (ii2) elect to continue on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date; or (iii3) elect to convert on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date into Prime Rate Advances. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereof. (b) Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit F 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 Advances/the Term Loan Advance are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances Advances/the Term Loan Advance are to be converted into Prime Rate Advances, in each case specifying the: (i1) proposed Conversion Date or Continuation Date; (ii2) aggregate amount of the Advances Advances/Term Loan Advance to be converted or continued; (iii3) nature of the proposed conversion or continuation; and (iv4) 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, 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, Borrower shall be deemed to have elected for any such Advances, to convert such LIBOR Advances into Prime Rate Advances. (d) Any LIBOR Advances shall, at Bank’s option, immediately convert into Prime Rate Advances in the event that (i) an Event of Default existshas occurred and is continuing, or (ii) Borrower ceases to be Streamline Eligible, or (iiiA) 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 shall at any time during such Interest Period exceeds exceed the lesser of the Revolving Line or the Borrowing BaseAvailability Amount. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit the Designated Deposit Account or any other account 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 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

Sources: Loan and Security Agreement (Lantronix 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) Borrower is Streamline Eligible, (iii) Borrower no party hereto shall not have sent any notice of termination of this Agreement; and (iv3) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Advances, Borrower may, upon irrevocable written notice to Bank: (i) elect to convert on any Business Day, Prime Rate Advances in an amount equal to $1,000,000 or any integral multiple of $1,000,000 in excess thereof into LIBOR Advances; (ii) elect to continue on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment DateDate (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 if the aggregate amount of LIBOR Advances 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 (iii) elect to convert on any Interest Payment Date any LIBOR Advances 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. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereof. (b) Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail 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 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 are to be converted into Prime Rate Advances, in each case specifying thespecifying: (i) the proposed Conversion Date or Continuation Date; (ii) 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; (iii) the nature of the proposed conversion or continuation; and (iv) 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, 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, Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances. (d) Any LIBOR Advances shall, at Bank’s option, immediately convert into Prime Rate Advances in the event that (i) 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) Borrower ceases to be Streamline Eligiblethe Agreement shall terminate, or (iii) 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 shall at any time during such Interest Period exceeds exceed the lesser of the Committed Revolving Line or the Borrowing BaseLine. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit charge the Designated Deposit Account or any other account 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 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

Sources: Loan and Security Agreement (Stratex Networks Inc)

Conversion and Continuation Elections. (a) So long as (i) no Event Each Tranche initially shall be of Default exists; (ii) Borrower is Streamline Eligiblethe Interest Rate Type specified in the Issuance Notice and, (iii) Borrower shall not have sent any notice in the case of termination of this Agreement; and (iv) Borrower a LIBOR Tranche, shall have complied with an initial Interest Period as specified in such customary procedures as Bank has established Issuance Notice. Thereafter, during the period from time Closing to time for Borrower’s requests for LIBOR Advancesthe Maturity Date, Borrower the Company may, upon irrevocable written notice to Bank: the Noteholder Representative in accordance with Section 2.3(b): (i) elect to convert on elect, as of any Business Day, Prime in the case of any Base Rate Advances Tranche, or as of the last day of the applicable Interest Period, in the case of any LIBOR Tranche, to convert any such Tranche into LIBOR Advances; a Tranche of the other Interest Rate Type; or (ii) elect as of the last day of the applicable Interest Period, in the case of any LIBOR Tranche, to continue on any Tranches having Interest Payment Date any LIBOR Advances maturing Periods expiring on such Interest Payment Date; or (iii) elect day or to convert on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date into Prime Rate Advances. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert Tranche into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereofTranche with a different Interest Period. (b) Borrower The Company shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail to be received by Bank prior to the Noteholder Representative not later than 12:00 p.m. Pacific time noon (Houston, Texas time) at least (i) at least three (3) Business Days in advance of the Conversion Date or Conversion/Continuation Date, if any Advances the applicable Tranches are to be converted into or continued as LIBOR AdvancesTranches; and (ii) on one (1) Business Day in advance of the Conversion Conversion/Continuation Date, if any Advances the applicable Tranches are to be converted into Prime Base Rate AdvancesTranches, in each case specifying the: specifying: (iA) the proposed Conversion Date or Conversion/Continuation Date; ; (iiB) the aggregate amount of the Advances Tranches to be converted or continued; ; (iiiC) nature the Interest Rate Type of the Tranches resulting from the proposed conversion or continuation; and and (ivD) if in the resulting Advance is to be a case of conversions into LIBOR AdvanceTranches, the duration of the requested Interest Period (and, if any Notice of Conversion/Continuation in respect of any LIBOR Tranche does not specify an Interest Period, the Company shall be deemed to have selected an Interest Period of one month’s duration). (c) If If, upon the expiration of any Interest Period applicable to any LIBOR AdvancesTranche, Borrower shall have timely the Company has failed to timely select a new Interest Period to be applicable to such LIBOR Advances Tranche, or request to convert a LIBOR Advance into a Prime Rate Advanceif any Default or Event of Default then exists, Borrower the Company shall be deemed to have elected to convert such LIBOR Advances Tranche into Prime a Base Rate AdvancesTranche effective as of the expiration date of such Interest Period. (d) Any LIBOR Advances shallThe Noteholder Representative will promptly notify each Noteholder of its receipt of a Notice of Conversion/Continuation or, at Bank’s optionif no timely notice is provided by the Company, immediately convert into Prime Rate Advances in the event that (i) an Event of Default exists, (ii) Borrower ceases to be Streamline Eligible, or (iii) the aggregate principal amount Noteholder Representative will promptly notify each Noteholder of the Prime Rate Advances which have been previously converted details of any automatic conversion. All conversions and continuations shall be made ratably according to LIBOR Advances, or the aggregate respective Noteholder’s Pro Rata Share of outstanding principal amount of existing LIBOR Advances continued, as the case may be, at the beginning of an Interest Period shall at any time during such Interest Period exceeds the lesser amounts of the Revolving Line or Tranches with respect to which the Borrowing Base. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit the Designated Deposit Account or any other account 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 a result of the conversion of LIBOR Advances to Prime Rate Advances pursuant to this Section 3.5(d)notice was given. (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 each Tranche shall be deemed to apply as if Bank had purchased such deposits to fund the an integral multiple of $5,000,000 and not less than $5,000,000, and at no time shall there be more than a total of three (3) LIBOR AdvancesTranches outstanding.

Appears in 1 contract

Sources: Note Purchase Agreement (Tetra Technologies Inc)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default or Default exists; (ii) Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iviii) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Advances, Borrower may, upon irrevocable written notice to Bank: (i1) elect to convert on any Business Day, Prime Rate Advances in an amount equal to $500,000 or any integral multiple of $500,000 in excess thereof into LIBOR Advances; (ii2) elect to continue on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment DateDate (or any part thereof in an amount equal to $500,000 or any integral multiple of $500,000 in excess thereof); provided, that if the aggregate amount of LIBOR Advances 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 (iii3) elect to convert on any Interest Payment Date any LIBOR Advances 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. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereof. (b) Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail 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 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 are to be converted into Prime Rate Advances, in each case specifying the: (i1) proposed Conversion Date or Continuation Date; (ii2) 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; (iii3) nature of the proposed conversion or continuation; and (iv4) 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, 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, Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances. (d) Any LIBOR Advances shall, at Bank’s option, immediately convert into Prime Rate Advances in the event that (i) an Event of Default exists, (ii) Borrower ceases to be Streamline Eligibleor Default shall exist, or (iiiii) 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 shall at any time during such Interest Period exceeds the lesser of exceed the Revolving Line or the Borrowing BaseLine. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit charge the Designated Deposit Account or any other account 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 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

Sources: Loan and Security Agreement (Sonic Innovations Inc)

Conversion and Continuation Elections. (a) So long as The Borrower may upon ------------------------------------- irrevocable (isubject to subsection 10.2(c) no Event of Default exists; (iiand Section 10.5) Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iv) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Advances, Borrower may, upon irrevocable written notice to Bank: (ithe Agent in accordance with subsection 1.6(b) elect to convert on any Business Day, Prime any Base Rate Advances Loans into LIBOR Advances; (ii) Rate Loans or elect to continue on any the last day of the applicable Interest Payment Date Period any LIBOR Advances Rate Loans having Interest Periods maturing on such Interest Payment Date; or (iii) elect to convert on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date into Prime Rate Advances. If Borrower ceases to be Streamline Eligibleday, in each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d)instance, and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereofin whole or in part in an amount not less than $100,000, or that is in an integral multiple of $50,000 in excess thereof. (b) The Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail to be received by Bank prior to 12:00 p.m. Pacific time the Agent not later than 11:00 a.m. (iChicago time) at least three (3) Business Days in advance of the requested Conversion Date or Continuation Datecontinuation date, if any Advances are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances are to be converted into Prime Rate Advances, in each case specifying thespecifying: (i) the proposed Conversion Date or Continuation Datecontinuation date; (ii) the aggregate amount of the Advances Loans to be converted or continued;renewed; and (iii) nature of the proposed conversion or continuation; and (iv) if the resulting Advance is to be a LIBOR Advance, the duration of the requested Interest PeriodPeriod with respect to the Loans to be converted or continued as LIBOR Rate Loans. (c) If upon the expiration of any Interest Period applicable to any LIBOR AdvancesRate Loans, the Borrower shall have timely has failed to select timely a new Interest Period to be applicable to such LIBOR Advances Rate Loans or request to convert a LIBOR Advance into a Prime Rate Advanceif any Event of Default shall then exist, the Borrower shall be deemed to have elected to convert such LIBOR Advances Rate Loans into Prime Base Rate AdvancesLoans effective as of the expiration date of such current Interest Period. (d) Any Upon receipt of a Notice of Conversion/Continuation, the Agent will promptly notify each Lender thereof. In addition, the Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of a LIBOR Advances shall, at Bank’s option, immediately convert into Prime Rate Advances in Rate; provided that -------- any failure to do so shall not relieve the event that (i) an Event Borrower of Default exists, (ii) Borrower ceases any liability hereunder or provide the basis for any claim against the Agent. All conversions and continuations shall be made pro rata according to be Streamline Eligible, or (iii) the aggregate respective outstanding principal amount amounts of the Prime Rate Advances Loans with respect to 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 shall at any time during such Interest Period exceeds the lesser of the Revolving Line or the Borrowing Base. Borrower agrees to pay Bank, upon demand notice was given held by Bank (or Bank may, at its option, debit the Designated Deposit Account or any other account 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 a result of the conversion of LIBOR Advances to Prime Rate Advances pursuant to this Section 3.5(d)each Lender. (e) Unless the Required Lenders shall otherwise agree, during the existence of an Event of Default, the Borrower may not elect to have a Loan converted into or continued as a LIBOR Rate Loan. (f) Notwithstanding anything any other provision contained in this Agreement, after giving effect to the contrary contained hereinany Borrowing, Bank or to any continuation or conversion of any Loans, there shall not be required to purchase Dollar deposits more than seven (7) different Interest Periods 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 Advanceseffect.

Appears in 1 contract

Sources: Credit Agreement (Shade Acquisition Inc)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iviii) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Advances, Borrower may, upon irrevocable written notice to Bank: (i1) elect to convert on any Business Day, Prime Rate Advances into LIBOR Advances; (ii2) elect to continue on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date; or (iii3) elect to convert on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date into Prime Rate Advances. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereof. (b) Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail 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 are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances are to be converted into Prime Rate Advances, in each case specifying the: (i1) proposed Conversion Date or Continuation Date; (ii2) aggregate amount of the Advances to be converted or continued; (iii3) nature of the proposed conversion or continuation; and (iv4) 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, 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, Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances. (d) Any LIBOR Advances shall, at Bank’s option, immediately convert into Prime Rate Advances in the event that (i) an Event of Default exists, (ii) Borrower ceases to be Streamline Eligibleshall exist, or (iiiii) 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 shall at any time during such Interest Period exceeds the lesser of exceed the Revolving Line or the Borrowing BaseLine. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit charge the Designated Deposit Account or any other account 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 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

Sources: Loan and Security Agreement (Cray Inc)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iviii) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Advances, Borrower may, upon irrevocable written notice to Bank: (i1) elect to convert on any Business Day, Prime Rate Advances into LIBOR Advances; (ii2) elect to continue on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date; or (iii3) elect to convert on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date into Prime Rate Advances. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereof. (b) Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail 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 are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances are to be converted into Prime Rate Advances, in each case specifying the: (i1) proposed Conversion Date or Continuation Date; (ii2) aggregate amount of the Advances to be converted or continued; (iii3) nature of the proposed conversion or continuation; and (iv4) 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, 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, 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 shall, at Bank’s option, immediately convert into Prime Rate Advances in the event that (i) an Event of Default exists, or (ii) Borrower ceases to be Streamline Eligible, or (iii) 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 shall at any time during such Interest Period exceeds the lesser of the Revolving Line or the Borrowing Base. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit the Designated Deposit Account or any other account 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 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

Sources: Loan and Security Agreement (Planar Systems Inc)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default existsor Default exists or has occurred and is continuing; (ii) Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iviii) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Rate Advances, Borrower may, upon irrevocable written notice to Bank: (i1) elect to convert on any Business Day, Prime Rate Advances into LIBOR Rate Advances; (ii2) elect to continue on any Interest Payment Date any LIBOR Rate Advances maturing on such Interest Payment Date; or (iii3) elect to convert on any Interest Payment Date any LIBOR Rate Advances maturing on such Interest Payment Date into Prime Rate Advances. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereof. (b) Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail 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 are to be converted into or continued as LIBOR Rate Advances; and (ii) on the Conversion Date, if any Advances are to be converted into Prime Rate Advances, in each case specifying the: (i1) proposed Conversion Date or Continuation Date; (ii2) aggregate amount of the Advances to be converted or continued; (iii3) nature of the proposed conversion or continuation; and (iv4) 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 Rate Advances, 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, Borrower shall be deemed to have elected to convert such LIBOR Rate Advances into Prime Rate Advances. (d) Any LIBOR Rate Advances shall, at Bank’s option, immediately convert into Prime Rate Advances in the event that (i) an Event of Default exists, (ii) Borrower ceases to or Default shall exist or shall have occurred and be Streamline Eligiblecontinuing, or (iiiii) 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 shall at any time during such Interest Period exceeds the lesser of exceed the Revolving Line or the Borrowing BaseLine. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit charge the Designated Deposit Account or any other account 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 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

Sources: Loan and Security Agreement (Adept Technology Inc)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iviii) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR AdvancesCredit Extensions, Borrower may, upon irrevocable written notice to Bank: (i1) elect to convert on any Business Day, Prime Rate Advances Credit Extensions into LIBOR AdvancesCredit Extensions; (ii2) elect to continue on any Interest Payment Date any LIBOR Advances Credit Extensions maturing on such Interest Payment Date; or (iii3) elect to convert on any Interest Payment Date any LIBOR Advances Credit Extensions maturing on such Interest Payment Date into Prime Rate Advances. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereofCredit Extensions. (b) Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail 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 Credit Extensions are to be converted into or continued as LIBOR AdvancesCredit Extensions; and (ii) on the Conversion Date, if any Advances LIBOR Credit Extensions are to be converted into Prime Rate AdvancesCredit Extensions, in each case specifying the: (i1) proposed Conversion Date or Continuation Date; (ii2) aggregate amount of the Advances Credit Extensions to be converted or continued; (iii3) nature of the proposed conversion or continuation; and (iv4) 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 AdvancesCredit Extensions, 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 AdvanceCredit Extensions, Borrower shall be deemed to have elected to convert such LIBOR Advances Credit Extensions into Prime Rate AdvancesCredit Extensions. (d) Any LIBOR Advances Credit Extensions shall, at Bank’s option, immediately convert into Prime Rate Advances Credit Extensions in the event that (i) an Event of Default exists, (ii) Borrower ceases to be Streamline Eligibleshall exist, or (iiiii) the aggregate principal amount of the Prime Rate Advances Credit Extensions which have been previously converted to LIBOR AdvancesCredit Extensions, or the aggregate principal amount of existing LIBOR Advances Credit Extensions continued, as the case may be, at the beginning of an Interest Period shall at any time during such Interest Period exceeds the lesser of exceed the Revolving Line or the Borrowing BaseLine. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit charge the Designated Deposit Account or any other account 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 a result of the conversion of LIBOR Advances Credit Extensions to Prime Rate Advances Credit Extensions 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 Dollar deposits in the London interbank market or other applicable LIBOR market to fund any LIBOR AdvancesCredit Extensions, but the provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund the LIBOR AdvancesCredit Extensions.

Appears in 1 contract

Sources: Loan and Security Agreement (Jive Software, Inc.)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iv) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Advances, The Borrower may, upon irrevocable written notice to Bank: the Administrative Agent in accordance with Section 2.2.4(b): (i) elect to convert on elect, as of any Business Day, Prime in the case of a Floating Rate Advances Advance, or as of the last day of the applicable Interest Period, in the case of a Eurodollar Ratable Advance, to convert such Advance into LIBOR Advances; an Advance bearing interest based on another Rate Option; or (ii) elect, as of the last day of the applicable Interest Period, to continue a Eurodollar Ratable Advance or Floating Rate Advance having an Interest Period expiring on such day; except, that during the existence of a Default or Unmatured Default, the Borrower may not elect to continue on have any Interest Payment Date any LIBOR Advance converted into or continued as a Eurodollar Ratable Advance unless the Majority Banks consent thereto. All conversions and continuations of Advances maturing on such Interest Payment Date; or (iii) elect shall be made ratably according to convert on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date into Prime Rate Advances. If Borrower ceases the respective outstanding principal amounts of the Loans with respect to be Streamline Eligible, which the notice was given held by each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereof. (b) The Borrower shall deliver a notice of conversion/continuation in the form attached hereto as Exhibit G (a “Notice of Conversion/Continuation in the form of Exhibit F by electronic mail Continuation”) to be received by Bank prior to 12:00 p.m. Pacific time the Administrative Agent not later than 8:00 a.m. (San Francisco time) (i) at least three (3) on the Business Days in advance of Day preceding the Conversion Conversion/Continuation Date or Continuation Date, if any Advances are the Advance is to be converted into or continued as LIBOR Advances; a Floating Rate Advance, and (ii) on three Business Days before the Conversion Date, Conversion/Continuation Date if any Advances are the Advance is to be converted into Prime Rate Advances, in each case specifying theor continued as a Eurodollar Ratable Advance; specifying: (i) proposed Conversion Date or the Conversion/Continuation Date, which shall be a Business Day, of such Ratable Advance; (ii) the aggregate amount of the Advances such Ratable Advance to be converted or continued; (iii) nature of the proposed Rate Option for such Ratable Advance resulting from the conversion or continuation; and (iv) if in the resulting Advance is to be a LIBOR case of each Fixed Rate Advance, the duration of Interest Period applicable thereto (which may not end after the requested Interest PeriodTermination Date). (c) If upon the expiration of any Interest Period applicable to any LIBOR Advancesa Eurodollar Ratable Advance, the Borrower shall have timely has failed to select timely a new Interest Period to be applicable to such LIBOR Advances or request to convert a LIBOR Advance into a Prime Rate Advance, or if any Default or Unmatured Default then exists, the Borrower shall be deemed to have elected to convert such LIBOR Advances Advance into Prime a Floating Rate Advances. (d) Any LIBOR Advances shall, at Bank’s option, immediately convert into Prime Rate Advances in the event that (i) an Event of Default exists, (ii) Borrower ceases to be Streamline Eligible, or (iii) the aggregate principal amount Advance effective as of the Prime Rate Advances which have been previously converted to LIBOR Advances, or the aggregate principal amount expiration date of existing LIBOR Advances continued, as the case may be, at the beginning of an Interest Period shall at any time during such Interest Period exceeds the lesser of the Revolving Line or the Borrowing Base. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit the Designated Deposit Account or any other account 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 a result of the conversion of LIBOR Advances to Prime Rate Advances pursuant to this Section 3.5(d)Period. (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

Sources: Credit Agreement (Nike Inc)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iviii) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Advances, Borrower may, upon irrevocable written notice to Bank: : (i1) elect to convert on any Business Day, Day Borrower’s Prime Rate Advances into LIBOR Advances; ; (ii2) elect to continue on any Interest Payment Date any of Borrower’s LIBOR Advances maturing on such Interest Payment Date; or or (iii3) elect to convert on any Interest Payment Date any of Borrower’s LIBOR Advances maturing on such Interest Payment Date into Prime Rate Advances. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereof. (b) Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail accordance with Section 10 to be received by Bank prior to 12:00 p.m. Pacific time Time (i) at least three (3) Business Days in advance of the Conversion Date or Continuation Date, if any Advances are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances are to be converted into Prime Rate Advances, in each case specifying the: : (i1) proposed Conversion Date or Continuation Date; ; (ii2) aggregate amount of the Advances to be converted or continued; ; (iii3) nature of the proposed conversion or continuation; and and (iv4) 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, Borrower shall have failed 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, Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances. (d) Any LIBOR Advances shall, at Bank’s option, immediately convert into Prime Rate Advances in the event that (i) an Event of Default exists, (ii) Borrower ceases to be Streamline Eligible, or (iii) 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 shall at any time during such Interest Period exceeds the lesser of the Revolving Line or the Borrowing Base. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit the Designated Deposit Account or any other account 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 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

Sources: Loan and Security Agreement (Ikanos Communications, Inc.)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iviii) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR AdvancesLoans, Borrower may, upon irrevocable written notice to Bank: (i1) elect to convert on any Business Day, Prime Rate Advances Loans into LIBOR AdvancesLoans; (ii2) elect to continue on any Interest Payment Date any LIBOR Advances Loans maturing on such Interest Payment Date; or (iii3) elect to convert on any Interest Payment Date any LIBOR Advances Loans maturing on such Interest Payment Date into Prime Rate Advances. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereofLoans. (b) Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail to be received by Bank prior to 12:00 p.m. Pacific noon Eastern time (i) at least three (3) Business Days in advance of the Conversion Date or Continuation Date, if any Advances Credit Extensions are to be converted into or continued as LIBOR AdvancesLoans; and (ii) on the Conversion Date, if any Advances Credit Extensions are to be converted into Prime Rate AdvancesLoans, in each case specifying the: (i1) proposed Conversion Date or Continuation Date; (ii2) aggregate amount of the Advances Credit Extensions to be converted or continued; (iii3) nature of the proposed conversion or continuation; and (iv4) if the resulting Advance Credit Extension is to be a LIBOR AdvanceLoan, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to any LIBOR AdvancesLoans, Borrower shall have timely failed to select a new Interest Period to be applicable to such LIBOR Advances Loans or request to convert a LIBOR Advance Loan into a Prime Rate AdvanceLoan, Borrower shall be deemed to have elected for any such Credit Extensions, to convert such LIBOR Advances Loans into Prime Rate AdvancesLoans. (d) Any LIBOR Advances Loans shall, at Bank’s option, immediately convert into Prime Rate Advances Loans in the event that (i) an Event of Default exists, (ii) Borrower ceases to be Streamline Eligible, or (iii) 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 shall at any time during such Interest Period exceeds the lesser of the Revolving Line or the Borrowing Base. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit the Designated Deposit Account or any other account 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 a result of the conversion of LIBOR Advances Loans to Prime Rate Advances Loans 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 AdvancesLoans, but the provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund the LIBOR AdvancesLoans.

Appears in 1 contract

Sources: Loan and Security Agreement (XRS Corp)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default or Default exists; (ii) Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iviii) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR AdvancesLoans, Borrower may, upon irrevocable written notice to Bank: (i1) elect to convert on any Business Day, Prime Rate Advances Loans in an amount equal to not less than $1,000,000 into LIBOR AdvancesLoans; (ii2) elect to continue on any Interest Payment Date any LIBOR Advances Loans maturing on such Interest Payment DateDate (or any part thereof in an amount equal to not less than $1,000,000); provided, that if the aggregate amount of LIBOR Loans shall have been reduced, by payment, prepayment, or conversion of part thereof, to be less than $1,000,000, such LIBOR Loans shall automatically convert into Prime Rate Loans, and on and after such date the right of Borrower to continue such LIBOR Loans as, or convert such Prime Rate Loans into, LIBOR Loans shall terminate; or (iii3) elect to convert on any Interest Payment Date any LIBOR Advances Loans maturing on such Interest Payment Date (or any part thereof in an amount equal to not less than $1,000,000 into Prime Rate Advances. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereofLoans. (b) Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail 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 Prime Rate Loans or LIBOR Loans are to be converted into or continued as LIBOR AdvancesLoans; and (ii) on the Conversion Date, if any Advances LIBOR Loans are to be converted into Prime Rate AdvancesLoans, in each case specifying the: (i1) proposed Conversion Date or Continuation Date; (ii2) aggregate amount of the Advances Prime Rate Loans or LIBOR Loans to be converted or continuedcontinued which, if any Prime Rate Loans or LIBOR Loans are to be converted into or continued as LIBOR Loans, shall be in an aggregate principal amount of not less than $1,000,000; (iii3) nature of the proposed conversion or continuation; and (iv4) 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 AdvancesLoans, 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 AdvanceLoans, Borrower shall be deemed to have elected to convert such LIBOR Advances Loans into Prime Rate AdvancesLoans. (d) Any LIBOR Advances Loans shall, at Bank’s option, immediately convert into Prime Rate Advances Loans in the event that (i) an Event of Default existsor Default shall exist. In addition, (ii) Borrower ceases to be Streamline Eligible, or (iii) the extent the aggregate principal amount of the Prime Rate Advances Loans which have been previously converted to LIBOR AdvancesLoans, or the aggregate principal amount of existing LIBOR Advances Loans continued, as the case may be, at the beginning of an Interest Period shall at any time during such Interest Period exceeds the lesser of exceed the Revolving Line or the Borrowing BaseLine, then at Bank’s option, such excess amount of LIBOR Loans shall convert into Prime Rate Loans. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit charge the Designated Deposit Account or any other account 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 a result of the conversion of LIBOR Advances Loans to Prime Rate Advances Loans 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 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

Sources: Loan and Security Agreement (Mips Technologies Inc)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iviii) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR AdvancesAdvances or LIBOR Loan, Borrower may, upon irrevocable written notice to Bank: (i1) elect to convert on any Business Day, Prime Rate Advances into LIBOR AdvancesAdvances and a Prime Rate Loan into a LIBOR Loan; (ii2) elect to continue on any Interest Payment Date any LIBOR Advances or LIBOR Loan maturing on such Interest Payment Date; or (iii3) elect to convert on any Interest Payment Date any LIBOR Advances or LIBOR Loan maturing on such Interest Payment Date into Prime Rate Advances. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into Advances or a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d)Loan, and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereofas applicable. (b) Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail 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 and/or the Term Loan are to be converted into or continued as LIBOR AdvancesAdvances or LIBOR Loan, as applicable; and (ii) on the Conversion Date, if any Advances and/or the Term Loan are to be converted into Prime Rate AdvancesAdvances or a Prime Rate Loan, as applicable, in each case specifying the: (i1) proposed Conversion Date or Continuation Date; (ii2) aggregate amount of the Advances or Term Loan to be converted or continued; (iii3) nature of the proposed conversion or continuation; and (iv4) if the resulting Advance or Term Loan is to be a LIBOR AdvanceAdvance or LIBOR Loan, as applicable, the duration of the requested Interest Period. (c) If upon the expiration of any Interest Period applicable to any LIBOR AdvancesAdvances or LIBOR Loan, Borrower shall have timely failed to timely select a new Interest Period to be applicable to such LIBOR Advances or LIBOR Loan or to request to convert a LIBOR Advance into a Prime Rate AdvanceAdvance or a LIBOR Loan into a Prime Rate Loan, Borrower shall be deemed to have elected to convert such LIBOR Advances or LIBOR Loan into Prime Rate AdvancesAdvances or a Prime Rate Loan, as applicable. (d) Any LIBOR Advances shall, at Bank’s option, immediately convert into Prime Rate Advances in the event that (i) an Event of Default exists, or (ii) Borrower ceases to be Streamline Eligible, or (iii) 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 shall at any time during such Interest Period exceeds exceed the lesser of (x) the Revolving Line or (y) the Borrowing BaseCMRR multiplied by the Advance Rate. A LIBOR Loan shall, at Bank’s option, convert into Prime Rate Loan in the event that an Event of Default exists. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit the Designated Deposit Account or any other account 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 a result of the conversion of LIBOR Advances or a LIBOR Loan to Prime Rate Advances or a Prime Rate Loan, as applicable, pursuant to this Section 3.5(d) as set forth in Section 3.6(c). (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 AdvancesAdvances or LIBOR Loan, but the provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund the LIBOR AdvancesAdvances or LIBOR Loan.

Appears in 1 contract

Sources: Loan and Security Agreement (Xactly Corp)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iviii) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Advances, Borrower may, upon irrevocable written notice to Bank: (i1) elect to convert on any Business Day, Prime Rate Advances into LIBOR Advances; (ii2) elect to continue on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date; or (iii3) elect to convert on any Interest Payment Date any LIBOR Advances (other than Euro Advances) maturing on such Interest Payment Date into Prime Rate Advances. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereof. (b) Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail 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 are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances are to be converted into Prime Rate Advances, in each case specifying the: (i1) proposed Conversion Date or Continuation Date; (ii2) aggregate amount of the Advances to be converted or continued; (iii3) nature of the proposed conversion or continuation; and (iv4) 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, Borrower shall have timely failed to select a new Interest Period to be applicable to such LIBOR Advances or request shall have requested to convert a Euro LIBOR Advance into a Prime Rate Advance, 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 Euro Advances, to, at Bank’s sole option, (A) renew such Euro Advance as a one (1) month LIBOR Advance or (B) repay such Euro Advance, in which case the Dollar Equivalent of such Euro Advance shall be immediately due and payable. (d) Any LIBOR Advances shall, at Bank’s option, immediately convert into Prime Rate Advances in the event that (i) an Event of Default exists, (ii) Borrower ceases to be Streamline Eligibleshall exist, or (iiiii) 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 shall at any time during such Interest Period exceeds the lesser of exceed the Revolving Line or the Borrowing BaseLine. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit charge the Designated Deposit Account or any other account 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 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

Sources: Loan and Security Agreement (Concurrent Computer Corp/De)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default or Default exists; (ii) Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iviii) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Advances, Borrower may, upon irrevocable written notice to Bank: (i1) elect to convert on any Business Day, Prime Rate Advances in an amount equal to $500,000 or any integral multiple of $500,000 in excess thereof into LIBOR Advances; (ii2) elect to continue on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment DateDate (or any part thereof in an amount equal to $500,000 or any integral multiple of $500,000 in excess thereof); provided, that if the aggregate amount of LIBOR Advances 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 (iii3) elect to convert on any Interest Payment Date any LIBOR Advances 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. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereof. (b) Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail 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 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 are to be converted into Prime Rate Advances, in each case specifying the: (i1) proposed Conversion Date or Continuation Date;; and (ii2) aggregate amount of the Advances to be converted or continued; (iii) nature of the proposed conversion or continuation; and (iv) 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, 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, Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances. (d) Any LIBOR Advances shall, at Bank’s option, immediately convert into Prime Rate Advances in the event that (i) an Event of Default exists, (ii) Borrower ceases to be Streamline Eligibleor Default shall exist, or (iiiii) 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 shall at any time during such Interest Period exceeds exceed the lesser of the Revolving Line or the Borrowing BaseAvailability Amount. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit charge the Designated Deposit Account or any other account 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 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

Sources: Loan and Security Agreement (Ibasis Inc)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iviii) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR AdvancesLoans, Borrower may, upon irrevocable written notice to Bank: (i1) elect to convert on any Business Day, Prime Rate Advances Loans into LIBOR AdvancesLoans; (ii2) elect to continue on any Interest Payment Date any LIBOR Advances Loans maturing on such Interest Payment Date; or (iii3) elect to convert on any Interest Payment Date any LIBOR Advances Loans maturing on such Interest Payment Date into Prime Rate Advances. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereofLoans. (b) Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail 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 Loans are to be converted into or continued as LIBOR AdvancesLoans; and (ii) on the Conversion Date, if any Advances Loans are to be converted into Prime Rate AdvancesLoans, in each case specifying the: (i1) proposed Conversion Date or Continuation Date; (ii2) aggregate amount of the Advances Loans to be converted or continued; (iii3) nature of the proposed conversion or continuation; and (iv4) 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 AdvancesLoans, 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 AdvanceLoans, Borrower shall be deemed to have elected to convert such LIBOR Advances Loans into Prime Rate AdvancesLoans. (d) Any LIBOR Advances Loans shall, at Bank’s option, immediately convert into Prime Rate Advances Loans in the event that (i) an Event of Default exists, (ii) Borrower ceases to be Streamline Eligibleshall exist, or (iiiii) the aggregate principal amount of the Prime Rate Advances Loans which have been previously converted to LIBOR AdvancesLoans, or the aggregate principal amount of existing LIBOR Advances Loans continued, as the case may be, at the beginning of an Interest Period shall at any time during such Interest Period exceeds exceed the lesser maximum amount available for Loans of the Revolving Line or the Borrowing Basesuch type Loans under this Agreement. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit charge the Designated Deposit Account or any other account 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 a result of the conversion of LIBOR Advances Loans to Prime Rate Advances Loans 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 AdvancesLoans, but the provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund the LIBOR Advances.Loans

Appears in 1 contract

Sources: Loan and Security Agreement (Force10 Networks Inc)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default or Default exists; (ii) Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iviii) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Advances, Borrower may, upon irrevocable written notice to Bank: (i1) elect to convert on any Business Day, Prime Rate Advances in an amount equal to $1,000,000 or any integral multiple of $500,000 in excess thereof into LIBOR Advances; (ii2) elect to continue on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment DateDate (or any part thereof in an amount equal to $1,000,000 or any integral multiple of $500,000 in excess thereof); provided, that if the aggregate amount of LIBOR Advances 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 (iii3) elect to convert on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date (or any part thereof in an amount equal to $1,000,000 or any integral multiple of $500,000 in excess thereof) into Prime Rate Advances. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereof. (b) Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail 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 are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances are to be converted into Prime Rate Advances, in each case specifying the: (i1) proposed Conversion Date or Continuation Date; (ii2) aggregate amount of the Advances to be converted or continued, 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 $500,000 in excess thereof; (iii3) nature of the proposed conversion or continuation; and (iv4) 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, 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, Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances. (d) Any LIBOR Advances shall, at Bank’s option, immediately convert into Prime Rate Advances in the event that (i) an Event of Default exists, (ii) Borrower ceases to be Streamline Eligibleor Default shall exist, or (iiiii) 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 shall at any time during such Interest Period exceeds the lesser of exceed the Revolving Line or the Borrowing BaseLine. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit charge the Designated Deposit Account or any other account 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 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

Sources: Loan Agreement (DemandTec, Inc.)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iviii) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR AdvancesLoans, Borrower may, upon irrevocable written notice to Bank: (i1) elect to convert on any Business Day, Prime Rate Advances Loans into LIBOR AdvancesLoans; (ii2) elect to continue on any Interest Payment Date any LIBOR Advances Loans maturing on such Interest Payment Date; or (iii3) elect to convert on any Interest Payment Date any LIBOR Advances Loans maturing on such Interest Payment Date into Prime Rate Advances. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereofLoans. (b) Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail 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 Loans are to be converted into or continued as LIBOR AdvancesLoans; and (ii) on the Conversion Date, if any Advances Loans are to be converted into Prime Rate AdvancesLoans, in each case specifying the: (i1) proposed Conversion Date or Continuation Date; (ii2) aggregate amount of the Advances Loans to be converted or continued; (iii3) nature of the proposed conversion or continuation; and (iv4) 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 AdvancesLoans, 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 AdvanceLoans, Borrower shall be deemed to have elected to convert such LIBOR Advances Loans into Prime Rate AdvancesLoans. (d) Any LIBOR Advances Loans shall, at Bank’s option, immediately convert into Prime Rate Advances Loans in the event that (i) an Event of Default exists, (ii) Borrower ceases to be Streamline Eligibleshall exist, or (iiiii) the aggregate principal amount of the Prime Rate Advances Loans which have been previously converted to LIBOR AdvancesLoans, or the aggregate principal amount of existing LIBOR Advances Loans continued, as the case may be, at the beginning of an Interest Period shall at any time during such Interest Period exceeds exceed the lesser maximum amount available for Loans of the Revolving Line or the Borrowing Basesuch type Loans under this Agreement. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit charge the Designated Deposit Account or any other account 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 a result of the conversion of LIBOR Advances Loans to Prime Rate Advances Loans 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 AdvancesLoans, but the provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund the LIBOR AdvancesLoans.

Appears in 1 contract

Sources: Loan and Security Agreement (Force10 Networks Inc)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iviii) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Advances, Borrower may, upon irrevocable written notice to Bank: (i1) elect to convert on any Business DayDay if Borrower is Borrowing Base Eligible, Account Advances which are Prime Rate Advances into LIBOR Advances;; or (ii2) elect to continue on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date; or (iii) elect to convert on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date into Prime Rate Advances. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereof. (b) Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail 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 are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances are to be converted into Prime Rate Advances, in each case specifying the: (i1) proposed Conversion Date or Continuation Date; (ii2) aggregate amount of the Advances to be converted or continued; (iii3) nature of the proposed conversion or continuation; and (iv4) 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, 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, Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances. (d) Any LIBOR Advances shall, at Bank’s option, immediately convert into Prime Rate Advances in the event that (i) an Event of Default exists, (ii) Borrower ceases to be Streamline Eligibleshall exist, or (iiiii) 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 shall at any time during such Interest Period exceeds the lesser of the Revolving Line or the Borrowing Base. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit the Designated Deposit Account or any other account 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 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

Sources: Loan and Security Agreement (Audience 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) Borrower is Streamline Eligible, (iii) Borrower no party hereto shall not have sent any notice of termination of this Agreement; and (iv3) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Advances, Borrower may, upon irrevocable written notice to Bank: (i) elect to convert on any Business Day, Prime Rate Advances in an amount equal to $1,000,000 or any integral multiple of $100,000 in excess thereof into LIBOR Advances; (ii) elect to continue on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment DateDate (or any part thereof in an amount equal to $1,000,000 or any integral multiple of $100,000 in excess thereof); provided, that if the aggregate amount of LIBOR Advances 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 (iii) elect to convert on any Interest Payment Date any LIBOR Advances 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. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereof. (b) Borrower shall deliver a Notice of Conversion/Continuation substantially in the form of attached hereto as Exhibit F by electronic mail C 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 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 are to be converted into Prime Rate Advances, in each case specifying thespecifying: (i) the proposed Conversion Date or Continuation Date; (ii) 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; (iii) nature of the proposed whether a conversion or continuationa continuation is proposed; and (iv) 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, 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, Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances. (d) Any LIBOR Advances shall, at Bank’s option, immediately convert into Prime Rate Advances in the event that (i) 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) Borrower ceases to be Streamline Eligiblethe Agreement shall terminate, or (iii) 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 shall at any time during such Interest Period exceeds exceed the lesser of the Committed Revolving Line or the Borrowing BaseLine. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit charge the Designated Deposit Account or any other account 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 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

Sources: Loan and Security Agreement (Equinix Inc)

Conversion and Continuation Elections. (a) 4.1 So long as (i) no Event of Default or Default exists; (ii) Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this the Loan Agreement; and (iviii) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Advances, Borrower may, upon irrevocable written notice to Bank: (i) 4.1.1 elect to convert on any Business Day, Prime Rate Advances into LIBOR Advances; (ii) 4.1.2 elect to continue on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date; or (iii) 4.1.3 elect to convert on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date into Prime Rate Advances. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereof. (b) 4.2 Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail 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 are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances are to be converted into Prime Rate Advances, in each case specifying the: (i) 4.2.1 proposed Conversion Date or Continuation Date; (ii) 4.2.2 aggregate amount of the Advances to be converted or continued; (iii) 4.2.3 nature of the proposed conversion or continuation; and (iv) 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, 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, Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances. (d) 4.4 Any LIBOR Advances shall, at Bank’s option, immediately convert into Prime Rate Advances in the event that (i) an Event of Default exists, (ii) Borrower ceases to be Streamline Eligibleor Default shall exist, or (iiiii) 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 shall at any time during such Interest Period exceeds the lesser of exceed the Revolving Line or the Borrowing BaseLine. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit charge the Designated Deposit Account or any other account 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 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

Sources: Loan and Security Agreement (Axcelis Technologies Inc)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iviii) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Advances, Borrower may, upon irrevocable written notice to Bank: (i) elect to convert on any Business Day, Prime Rate Advances into LIBOR Advances; (ii) elect to continue on the expiration of any Interest Payment Date Period any LIBOR Advances maturing on such Interest Payment DateAdvances; or (iii) elect to convert on the expiration of any Interest Payment Date Period any LIBOR Advances maturing on such Interest Payment Date into Prime Rate Advances. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereof. (b) Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail 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 are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances are to be converted into Prime Rate Advances, in each case specifying the: (i) proposed Conversion Date or Continuation Date; (ii) aggregate amount of the Advances to be converted or continued; (iii) nature of the proposed conversion or continuation; and (iv) 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, 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, Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances. (d) Any LIBOR Advances shall, at Bank’s option, immediately convert into Prime Rate Advances in the event that (i) an Event of Default exists, (ii) Borrower ceases to be Streamline Eligibleshall exist, or (iiiii) 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 shall at any time during such Interest Period exceeds the lesser of exceed the Revolving Line or the Borrowing BaseLine. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit the Designated Deposit Account or any other account 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 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

Sources: Loan and Security Agreement (Fusion-Io, Inc.)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default or Default exists; (ii) Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iviii) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s 's requests for LIBOR Advances, Borrower may, upon irrevocable written notice to Bank: (i1) elect to convert on any Business Day, Prime Rate Advances in an amount equal to $1,000,000 or any integral multiple of $1,000,000 in excess thereof into LIBOR Advances; (ii2) elect to continue on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment DateDate (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 if the aggregate amount of LIBOR Advances 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 (iii3) elect to convert on any Interest Payment Date any LIBOR Advances 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. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereof. (b) Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail 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 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 are to be converted into Prime Rate Advances, in each case specifying the: (i1) proposed Conversion Date or Continuation Date; (ii2) 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; (iii3) nature of the proposed conversion or continuation; and (iv4) 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, 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, Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances. (d) Any LIBOR Advances shall, at Bank’s option, immediately convert into Prime Rate Advances in the event that (i) an Event of Default exists, (ii) Borrower ceases to be Streamline Eligible, or (iii) 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 shall at any time during such Interest Period exceeds the lesser of the Revolving Line or the Borrowing Base. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit the Designated Deposit Account or any other account 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 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

Sources: Loan and Security Agreement (Vitesse Semiconductor Corp)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iviii) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Advances, Borrower may, upon irrevocable written notice to Bank: (i1) elect to convert on any Business Day, Prime Rate Advances into LIBOR Advances; (ii2) elect to continue on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date; or (iii3) elect to convert on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date into Prime Rate Advances. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereof. (b) Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail 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 are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances are to be converted into Prime Rate Advances, in each case specifying the: (i1) proposed Conversion Date or Continuation Date; (ii2) aggregate amount of the Advances to be converted or continued; (iii3) nature of the proposed conversion or continuation; and (iv4) 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, 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, Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances. (d) Any LIBOR Advances shall, at Bank’s option, immediately convert into Prime Rate Advances in the event that (i) an Event of Default exists, (ii) Borrower ceases to be Streamline Eligibleexists and has not been cured, or (iiiii) 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 shall at any time during such Interest Period exceeds the lesser of the Revolving Line or the Borrowing Base. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit the Designated Deposit Account or any other account 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 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

Sources: Loan and Security Agreement (Rubicon Project, Inc.)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iviii) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Advances, Borrower may, upon irrevocable written notice to Bank: (i1) elect to convert on any Business Day, Prime Rate Advances into LIBOR Advances; (ii2) elect to continue on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date; or (iii3) elect to convert on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date into Prime Rate Advances. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereof. (b) Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail 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 are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances are to be converted into Prime Rate Advances, in each case specifying the: (i1) proposed Conversion Date or Continuation Date; (ii2) aggregate amount of the Advances to be converted or continued; (iii3) nature of the proposed conversion or continuation; and (iv4) 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, 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, Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances. (d) Any LIBOR Advances shall, at Bank’s option, immediately convert into Prime Rate Advances in the event that (i) an Event of Default exists, or (ii) Borrower ceases to be Streamline Eligible, or (iii) 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 shall at any time during such Interest Period exceeds the lesser of the Revolving Line or the Borrowing Base. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit the Designated Deposit Account or any other account 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 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

Sources: Loan and Security Agreement (Benefitfocus,Inc.)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default exists; (ii) Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iviii) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Advances, Borrower may, upon irrevocable written notice to Bank: (i1) elect to convert on any Business Day, Prime Rate Advances into LIBOR Advances; (ii2) elect to continue on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date; or (iii3) elect to convert on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date into Prime Rate Advances. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereof. (b) Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail 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 are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances are to be converted into Prime Rate Advances, in each case specifying the: (i1) proposed Conversion Date or Continuation Date; (ii2) aggregate amount of the Advances to be converted or continued; (iii3) nature of the proposed conversion or continuation; and (iv4) 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, 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, Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances. (d) Any LIBOR Advances shall, at Bank’s option, immediately convert into Prime Rate Advances in the event that (i) an Event of Default exists, or (ii) Borrower ceases to be Streamline Eligible, or (iii) 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 shall at any time during such Interest Period exceeds the lesser of the Revolving Line or the Borrowing Base. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit the Designated Deposit Account or any other account 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 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

Sources: Loan and Security Agreement (Peregrine Semiconductor Corp)

Conversion and Continuation Elections. (a) So long as (i) no Event of Default or Default exists; (ii) Borrower is Streamline Eligible, (iii) Borrower shall not have sent any notice of termination of this Agreement; and (iviii) Borrower shall have complied with such customary procedures as Bank has Lenders have established from time to time for Borrower’s requests for LIBOR AdvancesCredit Extensions, Borrower may, upon irrevocable written notice to BankAgent: (i) elect to convert on any Business Day, Prime Rate Advances Credit Extensions in an amount equal to One Million Dollars ($1,000,000.00) or any integral multiple of One Million Dollars ($1,000,000.00) in excess thereof into LIBOR AdvancesCredit Extensions; (ii) elect to continue on any Interest Payment Date any LIBOR Advances Credit Extensions maturing on such Interest Payment DateDate (or any part thereof in an amount equal to One Million Dollars ($1,000,000.00) or any integral multiple of One Million Dollars ($1,000,000.00) in excess thereof); provided, that if the aggregate amount of LIBOR Credit Extensions shall have been reduced, by payment, prepayment, or conversion of part thereof, to be less than One Million Dollars ($1,000,000.00), such LIBOR Credit Extensions shall automatically convert into Prime Rate Credit Extensions, and on and after such date the right of Borrower to continue such Credit Extensions as, and convert such Credit Extensions into, LIBOR Credit Extensions shall terminate; or (iii) elect to convert on any Interest Payment Date any LIBOR Advances Credit Extensions maturing on such Interest Payment Date (or any part thereof in an amount equal to One Million Dollars ($1,000,000.00) or any integral multiple of One Million Dollars ($1,000,000.00) in excess thereof) into Prime Rate Advances. If Borrower ceases to be Streamline Eligible, each LIBOR Advance shall immediately and automatically convert into a Prime Rate Advance at Bank’s option pursuant to Section 3.5(d), and Borrower shall pay to Bank any fees and/or payments due pursuant to Section 3.6(c) hereofCredit Extensions. (b) Borrower shall deliver a Notice of Conversion/Continuation in the form of Exhibit F by electronic mail accordance with Section 10 to be received by Bank Agent prior to 12:00 p.m. Pacific 11:00 a.m. Eastern time at least (i) at least three (3) Business Days in advance of the Conversion Date or Continuation Date, if any Advances Credit Extensions are to be converted into or continued as LIBOR AdvancesCredit Extensions; and (ii) on one (1) Business Day in advance of the Conversion Date, if any Advances Credit Extensions are to be converted into Prime Rate AdvancesCredit Extensions, in each case specifying the: (i) proposed Conversion Date or Continuation Date; (ii) aggregate amount of the Advances Credit Extensions to be converted or continued;continued which, if any Credit Extensions are to be converted into or continued as LIBOR Credit Extensions, shall be in an aggregate minimum principal amount of One Million Dollars ($1,000,000.00) or in any integral multiple of One Million Dollars ($1,000,000.00) in excess thereof; and (iii) nature of the proposed conversion or continuation; and (iv) 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 AdvancesCredit Extensions, 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 AdvanceCredit Extensions, Borrower shall be deemed to have elected to convert such LIBOR Advances Credit Extensions into Prime Rate AdvancesCredit Extensions. (d) Any LIBOR Advances Credit Extensions shall, at BankAgent’s option, immediately convert into Prime Rate Advances Credit Extensions in the event that (i) an Event of Default exists, (ii) Borrower ceases to be Streamline Eligibleor Default shall exist, or (iiiii) the aggregate principal amount of the Prime Rate Advances Credit Extensions which have been previously converted to LIBOR AdvancesCredit Extensions, or the aggregate principal amount of existing LIBOR Advances Credit Extensions continued, as the case may be, at the beginning of an Interest Period shall at any time during such Interest Period exceeds exceed (A) the lesser of Term Loan Amount with respect to Credit Extensions made pursuant to Section 2.1.1, or (B) the Revolving Line or the Borrowing Basewith respect to Credit Extensions made pursuant to Section 2.1.2. Borrower agrees to pay BankAgent, upon demand by Bank Agent (or Bank Agent or Lenders may, at its their option, debit charge the Designated Deposit Account or any other account Borrower maintains with BankLenders) any amounts required to compensate Bank Agent and Lenders for any loss (including loss of anticipated profits), cost, or expense incurred by BankAgent or Lenders, as a result of the conversion of LIBOR Advances Credit Extensions to Prime Rate Advances Credit Extensions pursuant to this Section 3.5(d)any of the foregoing. (e) Notwithstanding anything to the contrary contained herein, Bank Lenders shall not be required to purchase United States Dollar deposits in the London interbank market or other applicable LIBOR market to fund any LIBOR AdvancesCredit Extensions, but the provisions hereof shall be deemed to apply as if Bank Lenders had purchased such deposits to fund the LIBOR AdvancesCredit Extensions.

Appears in 1 contract

Sources: Loan and Security Agreement (GAIN Capital Holdings, Inc.)