BUSINESS DAYS PRIOR TO THE
REQUESTED FUNDING DATE, IN THE CASE OF LIBOR ADVANCES, AND (II) ON THE REQUESTED
FUNDING DATE, IN THE CASE OF PRIME RATE ADVANCES, SPECIFYING:
(1)
the amount of the Advance;
(2)
the requested Funding Date;
8
(3)
whether the Advance is to be comprised of LIBOR Advances or Prime
Rate Advances; and
(4)
the duration of the Interest Period applicable to any such LIBOR
Advances included in such notice; provided that if the Notice of Borrowing shall
fail to specify the duration of the Interest Period for any Advance comprised of
LIBOR Advances, such Interest Period shall be one (1) month.
(B)
THE PROCEEDS OF ALL SUCH ADVANCES WILL THEN BE MADE AVAILABLE TO
BORROWER ON THE FUNDING DATE BY BANK BY TRANSFER TO THE DESIGNATED DEPOSIT
ACCOUNT AND, SUBSEQUENTLY, BY WIRE TRANSFER TO SUCH OTHER ACCOUNT AS BORROWER
MAY INSTRUCT IN THE NOTICE OF BORROWING.
NO ADVANCES SHALL BE DEEMED MADE TO
BORROWER, AND NO INTEREST SHALL ACCRUE ON ANY SUCH ADVANCE, UNTIL THE RELATED
FUNDS HAVE BEEN DEPOSITED IN THE DESIGNATED DEPOSIT ACCOUNT.
(C)
NOTWITHSTANDING ANY PROVISION CONTAINED HEREIN OR IN THE LOAN
AGREEMENT, BORROWER ACKNOWLEDGES AND AGREES THAT BORROWER SHALL ONLY BE ENTITLED
TO REQUEST (OR CONTINUE OR COVERT INTO) LIBOR ADVANCES DURING SUCH TIME AS
BORROWER MAINTAINS (A) UNRESTRICTED CASH ON DEPOSIT AT BANK PLUS (B) UNUSED
AVAILABILITY PURSUANT TO THE REVOLVING LINE UNDER THIS AGREEMENT, AS DETERMINED
BY BANK WITH REFERENCE TO THE AVAILABILITY AMOUNT SET FORTH IN THE LOAN
AGREEMENT, OF AT LEAST $10,000,000.
4
CONVERSION AND CONTINUATION ELECTIONS.
(A)
SO LONG AS (I) NO EVENT OF DEFAULT OR DEFAULT EXISTS;
(II) BORROWER SHALL NOT HAVE SENT ANY NOTICE OF TERMINATION OF THE LOAN
AGREEMENT; AND (III) 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:
(1)
elect to convert on any Business Day, Prime Rate Advances into
LIBOR Advances;
(2)
elect to continue on any Interest Payment Date any LIBOR Advances
maturing on such Interest Payment Date; or
(3)
elect to convert on any Interest Payment Date any LIBOR Advances
maturing on such Interest Payment Date into Prime Rate Advances.
(B)
BORROWER SHALL DELIVER A NOTICE OF CONVERSION/CONTINUATION 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:
(1)
proposed Conversion Date or Continuation Date;
(2)
aggregate amount of the Advances to be converted or continued;
(3)
nature of the proposed conversion or continuation; and
(4)
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