THE FIRST
DAY OF THE FIXED RATE TERM.
FOR EACH LIBOR OPTION REQUESTED HEREUNDER, TRADE
BANK WILL QUOTE THE APPLICABLE FIXED RATE TO BORROWER AT APPROXIMATELY 10:00
A.M., CALIFORNIA TIME, ON THE FIRST DAY OF THE FIXED RATE TERM.
IF BORROWER
DOES NOT IMMEDIATELY ACCEPT THE RATE QUOTED BY TRADE BANK, ANY SUBSEQUENT
ACCEPTANCE BY BORROWER SHALL BE SUBJECT TO A REDETERMINATION BY TRADE BANK OF
THE APPLICABLE FIXED RATE; PROVIDED HOWEVER, THAT IF BORROWER FAILS TO ACCEPT
ANY SUCH RATE BY 11:00 A.M., CALIFORNIA TIME, ON THE BUSINESS DAY SUCH QUOTATION
IS GIVEN, THEN THE QUOTED RATE SHALL EXPIRE AND TRADE BANK SHALL HAVE NO
OBLIGATION TO PERMIT A LIBOR OPTION TO BE SELECTED ON SUCH DAY.
IF NO SPECIFIC
DESIGNATION OF INTEREST IS MADE AT THE TIME ANY ADVANCE IS REQUESTED HEREUNDER
OR AT THE END OF ANY FIXED RATE TERM, BORROWER SHALL BE DEEMED TO HAVE MADE A
PRIME RATE INTEREST SELECTION FOR SUCH ADVANCE OR THE PRINCIPAL AMOUNT TO WHICH
SUCH FIXED RATE TERM APPLIED.
3
ADDITIONAL LIBOR PROVISIONS.
3.1
IF TRADE BANK AT ANY TIME SHALL DETERMINE THAT FOR ANY REASON
ADEQUATE AND REASONABLE MEANS DO NOT EXIST FOR ASCERTAINING BANK'S LIBOR, THEN
TRADE BANK SHALL PROMPTLY GIVE NOTICE THEREOF TO BORROWER.
IF SUCH NOTICE IS
GIVEN AND UNTIL SUCH NOTICE HAS BEEN WITHDRAWN BY TRADE BANK, THAN (I) NO NEW
LIBOR OPTION MAY BE SELECTED BY BORROWER, AND (II) ANY PORTION OF THE
OUTSTANDING PRINCIPAL BALANCE HEREOF WHICH BEARS INTEREST DETERMINED IN RELATION
TO BANK'S LIBOR, SUBSEQUENT TO THE END OF THE FIXED RATE TERM APPLICABLE
THERETO, SHALL BEAR INTEREST DETERMINED IN RELATION TO THE PRIME RATE.
3.2
IF ANY LAW, TREATY, RULE, REGULATION OR DETERMINATION OF A COURT
OR GOVERNMENTAL AUTHORITY OR ANY CHANGE THEREIN OR IN THE INTERPRETATION OR
APPLICATION THEREOF (EACH, A "CHANGE IN LAW") SHALL MAKE IT UNLAWFUL FOR TRADE
BANK (I) TO MAKE LIBOR OPTIONS AVAILABLE HEREUNDER, OR (II) TO MAINTAIN INTEREST
RATES BASED ON BANK'S LIBOR, THEN IN THE FORMER EVENT, ANY OBLIGATION OF TRADE
BANK TO MAKE AVAILABLE SUCH UNLAWFUL LIBOR OPTIONS SHALL IMMEDIATELY BE
CANCELED, AND IN THE LATTER EVENT, ANY SUCH UNLAWFUL LIBOR-BASED INTEREST RATES
THEN OUTSTANDING SHALL BE CONVERTED, AT TRADE BANK'S OPTION, SO THAT INTEREST ON
THE PORTION OF THE OUTSTANDING PRINCIPAL BALANCE SUBJECT THERETO IS DETERMINED
IN RELATION TO THE PRIME RATE; PROVIDED HOWEVER, THAT IF ANY SUCH CHANGE IN LAW
SHALL PERMIT ANY LIBOR-BASED INTEREST RATES TO REMAIN IN EFFECT UNTIL THE
EXPIRATION OF THE FIXED RATE TERM APPLICABLE THERETO, THEN SUCH PERMITTED
LIBOR-BASED INTEREST RATES SHALL CONTINUE IN EFFECT UNTIL THE EXPIRATION OF SUCH
FIXED RATE TERM.
UPON THE OCCURRENCE OF ANY OF THE FOREGOING EVENTS, BORROWER
SHALL PAY TO TRADE BANK IMMEDIATELY UPON DEMAND SUCH AMOUNTS AS MAY BE NECESSARY
TO COMPENSATE TRADE BANK FOR ANY FINES, FEES, CHARGES, PENALTIES OR OTHER COSTS
INCURRED OR PAYABLE BY TRADE BANK AS A RESULT THEREOF AND WHICH ARE ATTRIBUTABLE
TO ANY LIBOR OPTIONS MADE AVAILABLE TO BORROWER HEREUNDER, AND ANY REASONABLE