and after
such date the right of Borrower to continue such Advances as, and convert such
Advances into, LIBOR Advances shall terminate; or
(3)
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.
(B)
BORROWER SHALL DELIVER A NOTICE OF CONVERSION/CONTINUATION 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
ADVANCES ARE TO BE CONVERTED INTO OR CONTINUED AS LIBOR ADVANCES; AND (II) 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:
(1)
proposed Conversion Date or Continuation Date; and
(2)
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.
(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, 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, CONVERT INTO PRIME RATE
ADVANCES IN THE EVENT THAT (I) AN EVENT OF DEFAULT OR DEFAULT SHALL EXIST, OR
(II) 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 EXCEED THE
AVAILABILITY AMOUNT.
BORROWER AGREES TO PAY BANK, UPON DEMAND BY BANK (OR BANK
MAY, AT ITS OPTION, 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.
(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.
3.6
SPECIAL PROVISIONS GOVERNING LIBOR ADVANCES. NOTWITHSTANDING ANY
OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, THE FOLLOWING PROVISIONS
SHALL GOVERN WITH RESPECT TO LIBOR ADVANCES AS TO THE MATTERS COVERED:
(A)
DETERMINATION OF APPLICABLE INTEREST RATE.
AS SOON AS PRACTICABLE
ON EACH INTEREST RATE DETERMINATION DATE, BANK SHALL DETERMINE (WHICH
DETERMINATION SHALL, ABSENT MANIFEST ERROR IN CALCULATION,