terminate; or
(3)
elect to convert on any Interest Payment Date any LIBOR 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 Credit
Extensions.
(B)
BORROWER SHALL DELIVER A NOTICE OF CONVERSION/CONTINUATION IN
ACCORDANCE WITH SECTION 10 TO BE RECEIVED BY BANK PRIOR TO 11:00 A.M. PACIFIC
TIME AT LEAST (I) THREE (3) BUSINESS DAYS IN ADVANCE OF THE CONVERSION DATE OR
CONTINUATION DATE, IF ANY CREDIT EXTENSIONS ARE TO BE CONVERTED INTO OR
CONTINUED AS LIBOR CREDIT EXTENSIONS; AND (II) ONE (1) BUSINESS DAY IN ADVANCE
OF THE CONVERSION DATE, IF ANY CREDIT EXTENSIONS ARE TO BE CONVERTED INTO PRIME
RATE CREDIT EXTENSIONS, IN EACH CASE SPECIFYING THE:
(1)
proposed Conversion Date or Continuation Date;
(2)
aggregate amount of the Credit Extensions to be converted or
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;
(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 CREDIT EXTENSIONS, BORROWER SHALL HAVE FAILED TO TIMELY SELECT A NEW
INTEREST PERIOD TO BE APPLICABLE TO SUCH LIBOR CREDIT EXTENSIONS, BORROWER SHALL
BE DEEMED TO HAVE ELECTED TO CONVERT SUCH LIBOR CREDIT EXTENSIONS INTO PRIME
RATE CREDIT EXTENSIONS.
(D)
ANY LIBOR CREDIT EXTENSIONS SHALL, AT BANK'S OPTION, CONVERT INTO
PRIME RATE CREDIT EXTENSIONS IN THE EVENT THAT (I) AN EVENT OF DEFAULT OR
DEFAULT SHALL EXIST, OR (II) THE AGGREGATE PRINCIPAL AMOUNT OF THE PRIME RATE
CREDIT EXTENSIONS WHICH HAVE BEEN PREVIOUSLY CONVERTED TO LIBOR CREDIT
EXTENSIONS, OR THE AGGREGATE PRINCIPAL AMOUNT OF EXISTING LIBOR CREDIT
EXTENSIONS CONTINUED, AS THE CASE MAY BE, AT THE BEGINNING OF AN INTEREST PERIOD
SHALL AT ANY TIME DURING SUCH INTEREST PERIOD EXCEED THE REVOLVING LINE.
BORROWER AGREES TO PAY BANK, UPON DEMAND BY BANK (OR BANK MAY, AT ITS OPTION,
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
7
COMPENSATE BANK FOR ANY LOSS (INCLUDING LOSS OF ANTICIPATED PROFITS), COST, OR
EXPENSE INCURRED BY BANK, AS A RESULT OF THE CONVERSION OF LIBOR CREDIT
EXTENSIONS TO PRIME RATE 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 CREDIT
EXTENSIONS, BUT THE PROVISIONS HEREOF SHALL BE DEEMED TO APPLY AS IF BANK HAD
PURCHASED SUCH DEPOSITS TO FUND THE LIBOR CREDIT EXTENSIONS.
3.6
SPECIAL PROVISIONS GOVERNING LIBOR CREDIT EXTENSIONS.
Notwithstanding any other provision of this Agreement to the