(30), SIXTY (60) OR
NINETY (90) DAYS, AS SELECTED FROM TIME TO TIME BY THE BORROWER REQUESTING SUCH
LIBOR RATE LOAN BY IRREVOCABLE NOTICE (IN WRITING, BY TELECOPY, TELEX,
ELECTRONIC MAIL, OR CABLE) GIVEN TO LENDER NOT LESS THAN THREE (3) BUSINESS DAYS
PRIOR TO THE FIRST DAY OF EACH RESPECTIVE INTEREST PERIOD; PROVIDED, THAT:
(A)
EACH SUCH PERIOD OCCURRING AFTER SUCH INITIAL PERIOD SHALL COMMENCE ON THE DAY
ON WHICH THE IMMEDIATELY PRECEDING PERIOD EXPIRES; (B) THE FINAL INTEREST PERIOD
SHALL BE SUCH THAT ITS EXPIRATION OCCURS ON OR BEFORE THE END OF THE ORIGINAL
TERM OR ANY RENEWAL TERM; AND (C) IF FOR ANY REASON A BORROWER SHALL FAIL TO
TIMELY SELECT A PERIOD, THEN SUCH LOANS SHALL CONTINUE AS, OR REVERT TO, PRIME
RATE LOANS.
INTEREST SHALL BE PAYABLE ON THE LAST BUSINESS DAY OF SUCH INTEREST
PERIOD.
(III)
UPON THE OCCURRENCE OF AN EVENT OF DEFAULT AND DURING THE
CONTINUANCE THEREOF, THE LOANS SHALL BEAR INTEREST AT THE RATE OF TWO PERCENT
(2.0%) PER ANNUM IN EXCESS OF THE INTEREST RATE OTHERWISE PAYABLE THEREON, WHICH
INTEREST SHALL BE PAYABLE ON DEMAND.
ALL INTEREST SHALL BE CALCULATED ON THE
BASIS OF A 360-DAY YEAR.
14
B)
OTHER LIBOR PROVISIONS.
(I)
SUBJECT TO THE PROVISIONS OF THIS AGREEMENT, EACH BORROWER SHALL
HAVE THE OPTION (A) AS OF ANY DATE, TO CONVERT ALL OR ANY PART OF THE PRIME RATE
LOANS TO, OR REQUEST THAT NEW LOANS BE MADE AS, LIBOR RATE LOANS OF VARIOUS
INTEREST PERIODS, (B) AS OF THE LAST DAY OF ANY INTEREST PERIOD, TO CONTINUE ALL
OR ANY PORTION OF THE RELEVANT LIBOR RATE LOANS AS LIBOR RATE LOANS; (C) AS OF
THE LAST DAY OF ANY INTEREST PERIOD, TO CONVERT ALL OR ANY PORTION OF THE LIBOR
RATE LOANS TO PRIME RATE LOANS; AND (D) AT ANY TIME, TO REQUEST NEW LOANS AS
PRIME RATE LOANS; PROVIDED, THAT LOANS MAY NOT BE CONTINUED AS OR CONVERTED TO
LIBOR RATE LOANS, IF THE CONTINUATION OR CONVERSION THEREOF WOULD VIOLATE THE
PROVISIONS OF SUBSECTIONS 4(B)(II) OR 4(B)(III) OF THIS AGREEMENT OR IF AN EVENT
OF DEFAULT HAS OCCURRED.
(II)
LENDER'S DETERMINATION OF THE LIBOR RATE AS PROVIDED ABOVE SHALL
BE CONCLUSIVE, ABSENT MANIFEST ERROR.
FURTHERMORE, IF LENDER DETERMINES, IN
GOOD FAITH (WHICH DETERMINATION SHALL BE CONCLUSIVE, ABSENT MANIFEST ERROR),
PRIOR TO THE COMMENCEMENT OF ANY INTEREST PERIOD THAT (A) U.S. DOLLAR DEPOSITS
OF SUFFICIENT AMOUNT AND MATURITY FOR FUNDING THE LOANS ARE NOT AVAILABLE TO
LENDER IN THE LONDON INTERBANK EURODOLLAR MARKET IN THE ORDINARY COURSE OF
BUSINESS, OR (B) BY REASON OF CIRCUMSTANCES AFFECTING THE LONDON INTERBANK
EURODOLLAR MARKET, ADEQUATE AND FAIR MEANS DO NOT EXIST FOR ASCERTAINING THE
RATE OF INTEREST TO BE APPLICABLE TO THE LOANS REQUESTED BY A BORROWER TO BE
LIBOR RATE LOANS OR THE LOANS BEARING INTEREST AT THE RATES SET FORTH IN
SUBSECTION 4(A)(II) OF THIS AGREEMENT SHALL NOT REPRESENT THE EFFECTIVE PRICING
TO LENDER FOR U.S. DOLLAR DEPOSITS OF A COMPARABLE AMOUNT FOR THE RELEVANT
PERIOD (SUCH