WILL COMMENCE.
IF A LIBOR RATE ELECTION IS THEN IN EFFECT WITH
RESPECT TO ANY PORTION OF THE LOANS, THEN THE ADJUSTED LIBOR RATE WITH RESPECT
TO ANY ADDITIONAL FACILITY A LOAN MADE DURING THE APPLICABLE INTEREST PERIOD
THEN IN EFFECT SHALL BE THE ADJUSTED LIBOR RATE THEN IN EFFECT WITH RESPECT TO
SUCH INTEREST PERIOD.
IN NO EVENT MAY BORROWER ELECT AN INTEREST PERIOD WITH
RESPECT TO THE FACILITY A LOANS WHICH EXTENDS BEYOND THE FACILITY A MATURITY
DATE OR AN INTEREST PERIOD WITH RESPECT TO FACILITY B LOANS OR FACILITY C LOANS
WHICH EXTENDS BEYOND THE FACILITY B/C MATURITY DATE.
NOTWITHSTANDING ANYTHING
TO THE CONTRARY, (I) EXCEPT WITH RESPECT TO FACILITY A LOANS FUNDED SOLELY TO
FUND A REQUISITION OR TO PAY INTEREST ON THE LOANS, THE LIBOR RATE ELECTION MAY
BE EXERCISED FROM TIME TO TIME ONLY AS TO A MINIMUM AGGREGATE AMOUNT OF
$53,000,000, AND (II) IN NO EVENT SHALL MORE THAN SEVEN (7) INTEREST PERIODS BE
IN EFFECT AT ANY TIME FOR THE LOANS.
IF BORROWER DOES NOT SELECT AN INTEREST
PERIOD AT LEAST FOUR (4) LIBOR BUSINESS DAYS PRIOR TO THE LAST DAY OF THE
APPLICABLE INTEREST PERIOD, THEN THE APPLICABLE RATE FOR SUCH AMOUNT FOLLOWING
THE END OF SUCH INTEREST PERIOD SHALL BE BASED ON A THIRTY (30) DAY INTEREST
PERIOD.
(D)
IF THE AGENT DETERMINES (IN THE CASE OF CLAUSES (I), (III) AND
(IV) BELOW) OR RECEIVES NOTICE FROM ANY LENDER (IN THE CASE OF
CLAUSE (II) BELOW) (WHICH DETERMINATION BY THE AGENT OR SUCH LENDER SHALL BE
CONCLUSIVE AND BINDING UPON BORROWER, ABSENT MANIFEST ERROR) (I) THAT DOLLAR
DEPOSITS IN RESPECT OF ANY PORTION OF THE LOANS BEARING INTEREST AT THE ADJUSTED
LIBOR RATE ARE NOT GENERALLY AVAILABLE AT SUCH TIME IN THE LONDON INTERBANK
MARKET, (II) THAT THE RATE AT WHICH SUCH DEPOSITS ARE BEING OFFERED WILL NOT
ADEQUATELY AND FAIRLY REFLECT THE COST TO SUCH LENDER OF MAINTAINING A LIBOR
RATE ON SUCH PORTION OF THE LOANS OR OF FUNDING THE SAME DUE TO CIRCUMSTANCES
45
AFFECTING THE LONDON INTERBANK MARKET GENERALLY, (III) THAT REASONABLE MEANS DO
NOT EXIST FOR ASCERTAINING A LIBOR RATE OR (IV) THAT AN ADJUSTED LIBOR RATE
WOULD BE IN EXCESS OF THE MAXIMUM INTEREST RATE WHICH BORROWER MAY BY LAW PAY,
THEN, IN ANY SUCH EVENT, THE AGENT SHALL SO NOTIFY BORROWER AND THE LENDERS AND
ALL PORTIONS OF THE LOANS BEARING INTEREST AT THE ADJUSTED LIBOR RATE THAT ARE
SO AFFECTED SHALL, AS OF THE DATE OF SUCH NOTIFICATION WITH RESPECT TO AN EVENT
DESCRIBED IN CLAUSES (II) OR (IV) ABOVE, OR AS OF THE EXPIRATION OF THE
APPLICABLE RATE INTEREST PERIOD WITH RESPECT TO AN EVENT DESCRIBED IN
CLAUSES (I) OR (III) ABOVE, BEAR INTEREST AT THE ADJUSTED PRIME RATE UNTIL SUCH
TIME AS THE SITUATIONS DESCRIBED ABOVE ARE NO LONGER IN EFFECT.
(E)
IF THE INTRODUCTION OF (OR ANY CHANGE IN) ANY LAW, REGULATION
OR TREATY, OR IN THE INTERPRETATION THEREOF BY ANY GOVERNMENTAL AUTHORITY
CHARGED WITH THE ADMINISTRATION OR