PROPOSED DATE OF SUCH CONVERSION, SPECIFYING: (I) THE
PROPOSED DATE OF CONVERSION; (II) THE AGGREGATE AMOUNT OF LOANS TO BE CONVERTED;
(III) THE TYPE OF LOANS RESULTING FROM THE PROPOSED CONVERSION; AND (IV) THE
DURATION OF THE REQUESTED INTEREST PERIOD.
THE BORROWER MAY NOT ELECT A LIBOR
RATE, AND AN INTEREST PERIOD FOR A LIBOR LOAN SHALL NOT AUTOMATICALLY RENEW,
WITH RESPECT TO ANY PRINCIPAL AMOUNT WHICH IS SCHEDULED TO BE REPAID BEFORE THE
LAST DAY OF THE APPLICABLE INTEREST PERIOD, AND ANY SUCH AMOUNTS SHALL BEAR
INTEREST AT THE APPLICABLE INTEREST RATE FOR PRIME LOANS UNTIL REPAID.
(C)
LIBOR LOAN PREPAYMENTS.
NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED HEREIN, THE PRINCIPAL BALANCE OF ANY LIBOR LOAN MAY NOT BE PREPAID IN
WHOLE OR IN PART AT ANY TIME, UNLESS SUCH PREPAYMENT IS ACCOMPANIED BY THE
APPLICABLE LIBOR LOAN BREAKAGE FEES AS SET FORTH BELOW.
IF, FOR ANY REASON, A
LIBOR LOAN IS PAID PRIOR TO THE LAST BUSINESS DAY OF ANY INTEREST PERIOD,
WHETHER VOLUNTARY, INVOLUNTARY, BY REASON OF ACCELERATION OR OTHERWISE, EACH
SUCH PREPAYMENT OF A LIBOR LOAN WILL BE ACCOMPANIED BY THE AMOUNT OF ACCRUED
INTEREST ON THE AMOUNT PREPAID, PLUS THE GREATER OF (X) $250 AND (Y) THE AMOUNT,
IF ANY, BY WHICH (I) THE ADDITIONAL INTEREST WHICH WOULD HAVE BEEN PAYABLE
DURING THE INTEREST PERIOD ON THE LIBOR LOAN PREPAID HAD IT NOT BEEN PREPAID,
EXCEEDS (II) THE INTEREST WHICH WOULD HAVE BEEN RECOVERABLE BY THE BANK BY
PLACING THE AMOUNT PREPAID ON DEPOSIT IN THE DOMESTIC CERTIFICATE OF DEPOSIT
MARKET, THE EURODOLLAR DEPOSIT MARKET, OR OTHER APPROPRIATE MONEY MARKET
SELECTED BY THE BANK, FOR A PERIOD STARTING ON THE DATE ON WHICH IT WAS PREPAID
AND ENDING ON THE LAST DAY OF THE INTEREST PERIOD FOR SUCH LIBOR LOAN.
THE
AMOUNT OF ANY SUCH LOSS OR EXPENSE PAYABLE BY THE BORROWERS TO THE BANK UNDER
THIS SECTION SHALL BE DETERMINED IN THE BANK'S SOLE DISCRETION BASED UPON THE
ASSUMPTION THAT THE BANK FUNDED ITS LOAN COMMITMENT FOR LIBOR LOANS IN THE
LONDON INTERBANK EURODOLLAR MARKET AND USING ANY REASONABLE
13
ATTRIBUTION OR AVERAGING METHODS WHICH THE BANK DEEMS APPROPRIATE AND PRACTICAL,
PROVIDED, HOWEVER, THAT THE BANK IS NOT OBLIGATED TO ACCEPT A DEPOSIT IN THE
LONDON INTERBANK EURODOLLAR MARKET IN ORDER TO CHARGE INTEREST ON A LIBOR LOAN
AT THE LIBOR RATE.
(D)
LIBOR UNAVAILABILITY.
IF THE BANK DETERMINES IN GOOD FAITH (WHICH
DETERMINATION SHALL BE CONCLUSIVE, ABSENT MANIFEST ERROR) PRIOR TO THE
COMMENCEMENT OF ANY INTEREST PERIOD THAT (I) THE MAKING OR MAINTENANCE OF ANY
LIBOR LOAN WOULD VIOLATE ANY APPLICABLE LAW, RULE, REGULATION OR DIRECTIVE,
WHETHER OR NOT HAVING THE FORCE OF LAW, (II) UNITED STATES DOLLAR DEPOSITS IN
THE PRINCIPAL AMOUNT, AND FOR PERIODS EQUAL TO THE INTEREST PERIOD FOR FUNDING
ANY LIBOR LOAN ARE NOT AVAILABLE IN THE LONDON INTERBANK EURODOLLAR MARKET IN
THE ORDINARY COURSE OF BUSINESS, (III) BY REASON OF CIRCUMSTANCES AFFECTING THE
LONDON INTERBANK EURODOLLAR MARKET, ADEQUATE AND FAIR MEANS DO NOT EXIST FOR
ASCERTAINING THE LIBOR