OCCURRED, AT THE LIBOR RATE THAT WOULD
HAVE BEEN APPLICABLE THERETO, FOR THE PERIOD FROM THE DATE OF SUCH EVENT TO THE
LAST DAY OF THE THEN CURRENT INTEREST PERIOD THEREFOR (OR, IN THE CASE OF A
FAILURE TO BORROW, CONVERT OR CONTINUE, FOR THE PERIOD THAT WOULD HAVE BEEN THE
INTEREST PERIOD THEREFOR), MINUS (II) THE AMOUNT OF INTEREST THAT WOULD ACCRUE
ON SUCH PRINCIPAL AMOUNT FOR SUCH PERIOD AT THE INTEREST RATE WHICH LENDER WOULD
BE OFFERED WERE IT TO BE OFFERED, AT THE COMMENCEMENT OF SUCH PERIOD, DOLLAR
DEPOSITS OF A COMPARABLE AMOUNT AND PERIOD IN THE LONDON INTERBANK MARKET.
A
CERTIFICATE OF LENDER DELIVERED TO BORROWER SETTING FORTH ANY AMOUNT OR AMOUNTS
THAT LENDER IS ENTITLED TO RECEIVE PURSUANT TO THIS SECTION SHALL BE CONCLUSIVE
ABSENT MANIFEST ERROR.
(III)
BORROWER SHALL HAVE NOT MORE THAN FOUR (4)
LIBOR RATE LOANS IN
EFFECT AT ANY GIVEN TIME.
BORROWER ONLY MAY EXERCISE THE LIBOR OPTION FOR LIBOR
RATE LOANS OF AT LEAST $1,000,000 AND INTEGRAL MULTIPLES OF $100,000 IN EXCESS
THEREOF.
(C)
PREPAYMENTS.
BORROWER MAY PREPAY LIBOR RATE LOANS AT ANY TIME;
PROVIDED, HOWEVER, THAT IN THE EVENT THAT LIBOR 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 COLLECTIONS IN ACCORDANCE WITH SECTION
2.4(B) OR FOR ANY OTHER REASON, INCLUDING EARLY TERMINATION OF THE TERM OF THIS
AGREEMENT OR ACCELERATION OF ALL OR ANY PORTION OF THE OBLIGATIONS PURSUANT TO
THE TERMS HEREOF, BORROWER SHALL INDEMNIFY, DEFEND, AND HOLD LENDER HARMLESS
AGAINST ANY AND ALL FUNDING LOSSES IN ACCORDANCE WITH CLAUSE (B) ABOVE.
(D)
SPECIAL PROVISIONS APPLICABLE TO LIBOR RATE.
(I)
THE LIBOR RATE MAY BE ADJUSTED BY LENDER ON A PROSPECTIVE BASIS
TO TAKE INTO ACCOUNT ANY ADDITIONAL OR INCREASED COSTS TO 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 LIBOR
RATE.
IN ANY SUCH EVENT, LENDER SHALL GIVE BORROWER NOTICE OF SUCH A
DETERMINATION AND ADJUSTMENT AND, UPON ITS RECEIPT OF THE NOTICE FROM LENDER,
SETTING FORTH THE BASIS FOR ADJUSTING SUCH LIBOR RATE AND THE METHOD FOR
DETERMINING THE AMOUNT OF SUCH ADJUSTMENT, BORROWER SHALL
REPAY THE LIBOR RATE
LOANS WITH RESPECT TO WHICH SUCH ADJUSTMENT IS MADE (TOGETHER WITH ANY AMOUNTS
DUE UNDER CLAUSE (B)(II) ABOVE).
-36-
(II)
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