OF THIS NOTE, THEN THE BORROWER SHALL
BE DEEMED TO HAVE ELECTED THE 30-DAY LIBOR RATE FOR THE 30-DAY LIBOR RATE
INTEREST PERIOD COMMENCING ON THE DATE OF THIS NOTE;
(B)
IN THE EVENT THAT, AS OF THE EXPIRATION OF
ANY APPLICABLE LIBOR RATE INTEREST PERIOD, THE BORROWER SHALL NOT HAVE TIMELY
AND PROPERLY DELIVERED TO BANK A LIBOR RATE ELECTION NOTICE ELECTING THE
APPLICABLE LIBOR RATE TO BE IN EFFECT FOR THE PERIOD FOLLOWING SUCH EXPIRATION,
THEN THE BORROWER SHALL BE DEEMED TO HAVE EXERCISED A LIBOR RATE ELECTION OPTION
MAKING THE SAME ELECTION OF THE 30-DAY LIBOR RATE, 60-DAY LIBOR RATE, OR 90-DAY
LIBOR RATE, AS APPLICABLE, WHICH WAS ELECTED, OR DEEMED TO HAVE BEEN ELECTED,
FOR THE THEN EXPIRING LIBOR RATE INTEREST
4
Period, with such new election to be effective commencing immediately upon the
expiration of the expiring LIBOR Rate Interest Period and for the LIBOR Rate
Interest Period which corresponds with such LIBOR Rate so deemed to have been
elected and for each subsequent LIBOR Rate Interest Period for which no new
LIBOR Rate Election Notice is timely and properly given by Borrower to Bank
electing a different LIBOR Rate;
(C)
NO CONVERSION OF THE INTEREST RATE TO ANY
30-DAY LIBOR RATE, 60-DAY LIBOR RATE, OR 90-DAY LIBOR RATE ELECTED IN ANY LIBOR
RATE ELECTION NOTICE GIVEN BY BORROWER TO BANK SHALL BE EFFECTIVE UNTIL THE
EXPIRATION OF THE THEN CURRENT LIBOR RATE INTEREST PERIOD;
(D)
EXCEPT IN THE CASE OF THE LIBOR RATE INTEREST
PERIOD COMMENCING AS OF THE DATE OF THIS NOTE, IN NO EVENT MAY ANY LIBOR RATE
INTEREST PERIOD COMMENCE ON ANY DATE OTHER THAN A PAYMENT DUE DATE;
(E)
IN NO EVENT MAY ANY 60-DAY LIBOR RATE OR
90-DAY LIBOR RATE BE ELECTED BY BORROWER AT ANY TIME WHEN THE CORRESPONDING
LIBOR RATE INTEREST PERIOD WOULD EXTEND BEYOND ANY APPLICABLE MARGIN
DETERMINATION DATE OR THE MATURITY DATE OF THIS NOTE; AND
(F)
IF ANY LIBOR RATE ELECTION NOTICE IS NOT
TIMELY RECEIVED OR IS OTHERWISE NOT PROPERLY MADE, SUCH LIBOR RATE ELECTION
NOTICE, AT BANK'S ELECTION, SHALL NOT BE EFFECTIVE.
(2)
NOTWITHSTANDING THE FACT THAT THE INTEREST
RATE PURSUANT TO THIS NOTE SHALL BE CALCULATED BASED UPON BANK'S COST OF FUNDS
IN THE EURODOLLAR MARKET, BORROWER AGREES THAT BANK SHALL NOT BE REQUIRED
ACTUALLY TO OBTAIN FUNDS FROM SUCH SOURCE AT ANY TIME.
(B)
ALL INTEREST PAYABLE HEREUNDER SHALL BE
CALCULATED ON THE BASIS OF A 360-DAY YEAR BY MULTIPLYING THE OUTSTANDING
PRINCIPAL AMOUNT BY THE APPLICABLE PER ANNUM RATE, MULTIPLYING THE PRODUCT
THEREOF BY THE ACTUAL NUMBER OF DAYS ELAPSED, AND DIVIDING THE PRODUCT SO
OBTAINED BY 360.
(C)
DURING THE TERM OF THIS NOTE, BORROWER AND
BANK MAY FROM TIME TO TIME ENTER INTO AN INTEREST RATE SWAP AGREEMENT,
INTERNATIONAL SWAP DEALERS ASSOCIATION, INC. (ISDA) MASTER AGREEMENT OR OTHER
SIMILAR AGREEMENT OR ARRANGEMENT TO HEDGE THE RISK OF VARIABLE INTEREST RATE
VOLATILITY OR FLUCTUATIONS OF INTEREST RATES (ANY SUCH AGREEMENT OR ARRANGEMENT
AS IT MAY HEREAFTER BE