termination of this Agreement pursuant to
the terms hereof.
On the last day of each applicable Interest Period, unless
Borrower properly has exercised the LIBOR Option with respect thereto, the
interest rate applicable to such LIBOR Rate Loan automatically shall convert to
the rate of interest then applicable to Base Rate Loans of the same type
hereunder.
At any time that Default has occurred and is continuing, Borrower no
longer shall have the option to request that Advances bear interest at the LIBOR
Rate and Lender shall have the right, at its option, to convert the interest
rate on all outstanding LIBOR Rate Loans to the rate then applicable to Base
Rate Loans hereunder and Borrower shall be responsible for all Funding Losses
arising in connection thereof.
Any LIBOR Rate Loan which matures while a
Default or Event of Default has occurred and is continuing shall be converted,
at the option of Lender, to a Base Rate Loan notwithstanding Borrower's exercise
of LIBOR Rate Option in connection thereto that such Loan be continued as a
LIBOR Rate Loan.
(B)
LIBOR ELECTION.
(I)
BORROWER MAY, AT ANY TIME AND FROM TIME TO TIME AND IN ADDITION
TO ANY BORROWING MADE INITIALLY AS AN ADVANCE HAVING INTEREST CHARGED BASED UPON
THE LIBOR RATE, SO LONG AS NO DEFAULT HAS OCCURRED AND IS CONTINUING, ELECT TO
EXERCISE THE LIBOR OPTION BY NOTIFYING LENDER PRIOR TO 2:00 P.M. (BOSTON TIME)
AT LEAST 3 BUSINESS DAYS PRIOR TO THE COMMENCEMENT OF THE PROPOSED INTEREST
PERIOD (THE "LIBOR DEADLINE").
NOTICE OF BORROWER'S ELECTION OF THE LIBOR
OPTION FOR A PERMITTED PORTION OF THE ADVANCES AND AN INTEREST PERIOD PURSUANT
TO THIS SECTION SHALL BE MADE BY DELIVERY TO LENDER OF A LIBOR NOTICE RECEIVED
BY LENDER BEFORE THE LIBOR DEADLINE, OR BY TELEPHONIC NOTICE RECEIVED BY LENDER
BEFORE THE LIBOR DEADLINE (TO BE CONFIRMED BY DELIVERY TO LENDER OF A LIBOR
NOTICE RECEIVED BY LENDER PRIOR TO 5:00 P.M. (BOSTON TIME) ON THE SAME DAY).
(II)
EACH LIBOR NOTICE SHALL BE IRREVOCABLE AND BINDING ON BORROWER.
IN CONNECTION WITH EACH LIBOR RATE LOAN, BORROWER SHALL INDEMNIFY, DEFEND, AND
HOLD LENDER HARMLESS AGAINST ANY LOSS, COST, OR EXPENSE INCURRED BY LENDER AS A
RESULT OF (A) THE PAYMENT OF ANY PRINCIPAL OF ANY LIBOR RATE LOAN OTHER THAN ON
THE LAST DAY OF AN
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INTEREST PERIOD APPLICABLE THERETO (INCLUDING AS A RESULT OF AN EVENT OF
DEFAULT), (B) THE CONVERSION OF ANY LIBOR RATE LOAN OTHER THAN ON THE LAST DAY
OF THE INTEREST PERIOD APPLICABLE THERETO, OR (C) THE FAILURE TO BORROW,
CONVERT, CONTINUE OR PREPAY ANY LIBOR RATE LOAN ON THE DATE SPECIFIED IN ANY
LIBOR NOTICE DELIVERED PURSUANT HERETO (SUCH LOSSES, COSTS, AND EXPENSES,
COLLECTIVELY, "FUNDING LOSSES").
FUNDING LOSSES SHALL, WITH RESPECT TO LENDER,
BE DEEMED TO EQUAL THE AMOUNT DETERMINED BY LENDER TO BE THE EXCESS, IF ANY, OF
(I) THE AMOUNT OF INTEREST THAT WOULD HAVE ACCRUED ON THE PRINCIPAL AMOUNT OF
SUCH LIBOR RATE LOAN HAD SUCH EVENT NOT