LONDON INTERBANK MARKET.
A CERTIFICATE OF LENDER DELIVERED TO BORROWERS
SETTING FORTH ANY AMOUNT OR AMOUNTS THAT LENDER
IS ENTITLED TO RECEIVE PURSUANT
TO THIS SECTION 1-14(B) SHALL BE CONCLUSIVE ABSENT MANIFEST ERROR.
(C)
BORROWERS SHALL HAVE NOT MORE THAN 3 LIBO RATE LOANS IN EFFECT AT
ANY GIVEN TIME.
BORROWERS ONLY MAY EXERCISE THE LIBO OPTION FOR LIBO RATE LOANS
OF AT LEAST $500,000 AND INTEGRAL MULTIPLES OF $100,000 IN EXCESS THEREOF.
1-15.
PREPAYMENT OF LIBO LOANS.
(A)
BORROWERS MAY PREPAY LIBO RATE LOANS AT ANY TIME; PROVIDED,
HOWEVER, THAT IN THE EVENT THAT LIBO RATE LOANS ARE PREPAID ON ANY DATE THAT IS
NOT THE LAST DAY OF THE INTEREST PERIOD APPLICABLE THERETO, INCLUDING AS A
RESULT OF ANY AUTOMATIC PREPAYMENT THROUGH THE REQUIRED APPLICATION BY LENDER OF
PROCEEDS OF BORROWERS' COLLECTIONS IN ACCORDANCE WITH THIS AGREEMENT OR FOR ANY
OTHER REASON, INCLUDING EARLY TERMINATION OF THE TERM OF THIS AGREEMENT OR
ACCELERATION OF ALL OR ANY PORTION OF THE LIABILITIES PURSUANT TO THE TERMS
HEREOF, BORROWERS SHALL INDEMNIFY, DEFEND, AND HOLD THE LENDER AND ITS
PARTICIPANTS HARMLESS AGAINST ANY AND ALL FUNDING LOSSES IN ACCORDANCE WITH
SECTION 1-14(B) ABOVE.
(B)
ANY PARTIAL PREPAYMENT OF LIBO RATE LOANS SHALL BE PREPAID IN THE
CHRONOLOGICAL ORDER OF THEIR INTEREST PAYMENT DATES.
(C)
THE LIBO RATE MAY BE ADJUSTED BY LENDER ON A PROSPECTIVE AND
NON-DISCRIMINATORY BASIS TO TAKE INTO ACCOUNT ANY ADDITIONAL OR INCREASED COSTS
TO THE LENDER OF MAINTAINING OR OBTAINING ANY EURODOLLAR DEPOSITS OR INCREASED
COSTS DUE TO CHANGES IN APPLICABLE LAW OCCURRING SUBSEQUENT TO THE COMMENCEMENT
OF THE THEN APPLICABLE INTEREST PERIOD, INCLUDING CHANGES IN TAX LAWS (EXCEPT
CHANGES OF GENERAL APPLICABILITY IN CORPORATE INCOME TAX LAWS) AND CHANGES IN
THE RESERVE REQUIREMENTS IMPOSED BY THE BOARD OF GOVERNORS OF THE FEDERAL
RESERVE SYSTEM (OR ANY SUCCESSOR), EXCLUDING THE RESERVE PERCENTAGE, WHICH
ADDITIONAL OR INCREASED COSTS WOULD INCREASE THE COST OF FUNDING LOANS BEARING
INTEREST AT THE LIBO RATE.
IN ANY SUCH EVENT, THE LENDER SHALL GIVE BORROWERS
NOTICE OF SUCH A DETERMINATION AND ADJUSTMENT AND, UPON ITS RECEIPT OF THE
NOTICE FROM THE LENDER, BORROWERS MAY, BY NOTICE TO THE LENDER (Y) REQUIRE THE
LENDER TO FURNISH TO BORROWERS A STATEMENT SETTING FORTH THE BASIS FOR ADJUSTING
SUCH LIBO RATE AND THE METHOD FOR DETERMINING THE AMOUNT OF SUCH ADJUSTMENT, OR
(Z) REPAY THE LIBO RATE LOANS WITH RESPECT TO WHICH SUCH ADJUSTMENT IS MADE
(TOGETHER WITH ANY AMOUNTS DUE UNDER SECTION 1-14 (B) ABOVE).
(D)
IN THE EVENT THAT ANY CHANGE IN MARKET CONDITIONS OR ANY LAW,
REGULATION, TREATY, OR DIRECTIVE, OR ANY CHANGE THEREIN OR IN THE INTERPRETATION
OF APPLICATION THEREOF, SHALL AT ANY TIME AFTER THE DATE HEREOF, IN THE
REASONABLE OPINION OF THE LENDER, MAKE IT UNLAWFUL OR IMPRACTICAL FOR THE LENDER
TO FUND OR MAINTAIN LIBO RATE LOANS OR TO CONTINUE SUCH FUNDING OR MAINTAINING,
OR TO DETERMINE OR CHARGE INTEREST RATES AT THE LIBO RATE, THE LENDER SHALL GIVE
NOTICE OF SUCH CHANGED CIRCUMSTANCES TO
BORROWERS AND (Y) IN