contrary, the
following provisions shall govern with respect to LIBOR Credit Extensions 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, BE FINAL, CONCLUSIVE
AND BINDING UPON ALL PARTIES) THE INTEREST RATE THAT SHALL APPLY TO THE LIBOR
CREDIT EXTENSIONS FOR WHICH AN INTEREST RATE IS THEN BEING DETERMINED FOR THE
APPLICABLE INTEREST PERIOD AND SHALL PROMPTLY GIVE NOTICE THEREOF (IN WRITING OR
BY TELEPHONE CONFIRMED IN WRITING) TO BORROWER.
(B)
INABILITY TO DETERMINE APPLICABLE INTEREST RATE.
IN THE EVENT
THAT BANK SHALL HAVE DETERMINED (WHICH DETERMINATION SHALL BE FINAL AND
CONCLUSIVE AND BINDING UPON ALL PARTIES HERETO), ON ANY INTEREST RATE
DETERMINATION DATE WITH RESPECT TO ANY LIBOR CREDIT EXTENSION, THAT BY REASON OF
CIRCUMSTANCES AFFECTING THE LONDON INTERBANK MARKET ADEQUATE AND FAIR MEANS DO
NOT EXIST FOR ASCERTAINING THE INTEREST RATE APPLICABLE TO SUCH CREDIT EXTENSION
ON THE BASIS PROVIDED FOR IN THE DEFINITION OF LIBOR, BANK SHALL ON SUCH DATE
GIVE NOTICE (BY FACSIMILE OR BY TELEPHONE CONFIRMED IN WRITING) TO BORROWER OF
SUCH DETERMINATION, WHEREUPON (I) NO CREDIT EXTENSIONS MAY BE MADE AS, OR
CONVERTED TO, LIBOR CREDIT EXTENSIONS UNTIL SUCH TIME AS BANK NOTIFIES BORROWER
THAT THE CIRCUMSTANCES GIVING RISE TO SUCH NOTICE NO LONGER EXIST, AND (II) ANY
NOTICE OF BORROWING OR NOTICE OF CONVERSION/CONTINUATION GIVEN BY BORROWER WITH
RESPECT TO CREDIT EXTENSIONS IN RESPECT OF WHICH SUCH DETERMINATION WAS MADE
SHALL BE DEEMED TO BE RESCINDED BY BORROWER.
(C)
COMPENSATION FOR BREAKAGE OR NON-COMMENCEMENT OF INTEREST
PERIODS.
BORROWER SHALL COMPENSATE BANK, UPON WRITTEN REQUEST BY BANK (WHICH
REQUEST SHALL SET FORTH THE MANNER AND METHOD OF COMPUTING SUCH COMPENSATION),
FOR ALL REASONABLE LOSSES, EXPENSES AND LIABILITIES, IF ANY (INCLUDING ANY
INTEREST PAID BY BANK TO LENDERS OF FUNDS BORROWED BY IT TO MAKE OR CARRY ITS
LIBOR CREDIT EXTENSIONS AND ANY LOSS, EXPENSE OR LIABILITY INCURRED BY BANK IN
CONNECTION WITH THE LIQUIDATION OR RE-EMPLOYMENT OF SUCH FUNDS) SUCH THAT BANK
MAY INCUR: (I) IF FOR ANY REASON (OTHER THAN A DEFAULT BY BANK OR DUE TO ANY
FAILURE OF BANK TO FUND LIBOR CREDIT EXTENSIONS DUE TO INABILITY TO DETERMINE
THE APPLICABLE INTEREST RATE UNDER SECTION 3.6(B) OR IMPRACTICABILITY OR
ILLEGALITY UNDER SECTIONS 3.7(D) AND 3.7(E)) A BORROWING OR A CONVERSION TO OR
CONTINUATION OF ANY LIBOR CREDIT EXTENSION DOES NOT OCCUR ON A DATE SPECIFIED IN
A NOTICE OF BORROWING OR A NOTICE OF CONVERSION/CONTINUATION, AS THE CASE MAY
BE, OR (II) IF ANY PRINCIPAL PAYMENT OR ANY CONVERSION OF ANY OF ITS LIBOR
CREDIT EXTENSIONS OCCURS ON A DATE PRIOR TO THE LAST DAY OF AN INTEREST PERIOD
APPLICABLE TO THAT CREDIT EXTENSION.
(D)
ASSUMPTIONS CONCERNING FUNDING OF LIBOR CREDIT EXTENSIONS.
CALCULATION OF ALL AMOUNTS PAYABLE TO BANK UNDER THIS SECTION 3.6 AND UNDER
SECTION 3.4 SHALL BE MADE AS THOUGH BANK HAD ACTUALLY FUNDED EACH OF ITS
RELEVANT LIBOR CREDIT EXTENSIONS THROUGH THE PURCHASE OF A