SUCH DISBURSEMENT IS TO BEAR INTEREST AT THE ADJUSTED PRIME
RATE, NOT LATER THAN 11:00 A.M. EASTERN TIME ON THE SECOND BUSINESS DAY PRIOR TO
THE DESIRED DATE OF DISBURSEMENT AND (Y) IF SUCH DISBURSEMENT IS TO BEAR
INTEREST AT AN ADJUSTED LIBOR RATE, NOT LATER THAN 11:00 A.M. EASTERN TIME ON
THE THIRD BUSINESS DAY PRIOR TO THE DESIRED DATE OF DISBURSEMENT.
COMMENCING
JANUARY 1, 2005, BORROWER SHALL PAY INTEREST IN ARREARS ON THE FIRST DAY OF
EVERY CALENDAR MONTH IN THE AMOUNT OF ALL INTEREST ACCRUED AND UNPAID ON THE
LOAN.
ALL PAYMENTS (WHETHER OF PRINCIPAL OR OF INTEREST) SHALL BE DEEMED
CREDITED TO BORROWER'S ACCOUNT ONLY IF RECEIVED BY 12:00 NOON EASTERN TIME ON A
BUSINESS DAY; OTHERWISE, SUCH PAYMENT SHALL BE DEEMED RECEIVED ON THE NEXT
BUSINESS DAY.
2.4.2
PROVIDED THAT NO EVENT OF DEFAULT EXISTS, BORROWER
SHALL HAVE THE OPTION (THE "LIBOR RATE OPTION") TO ELECT FROM TIME TO TIME IN
THE MANNER AND SUBJECT TO THE CONDITIONS HEREINAFTER SET FORTH AN ADJUSTED LIBOR
RATE AS THE APPLICABLE RATE FOR ALL OR ANY PORTION OF THE LOAN WHICH WOULD
OTHERWISE BEAR INTEREST AT THE ADJUSTED PRIME RATE.
2.4.3
THE ONLY MANNER IN WHICH BORROWER MAY EXERCISE THE
LIBOR RATE OPTION IS BY GIVING AGENT IRREVOCABLE NOTICE (WHICH MAY BE VERBAL
NOTICE PROVIDED THAT BORROWER DELIVERS TO AGENT FACSIMILE CONFIRMATION IN THE
FORM OF EXHIBIT H ATTACHED HERETO WITHIN TWENTY-FOUR (24) HOURS) OF SUCH
EXERCISE NOT LATER THAN 11:00 A.M. EASTERN TIME ON THE SECOND LIBOR BUSINESS DAY
PRIOR TO THE PROPOSED COMMENCEMENT OF THE RELEVANT LIBOR RATE INTEREST PERIOD,
WHICH WRITTEN NOTICE SHALL SPECIFY:
(I) THE PORTION OF THE LOAN WITH RESPECT TO
WHICH BORROWER IS ELECTING THE LIBOR RATE OPTION, (II) THE LIBOR BUSINESS DAY
UPON WHICH THE APPLICABLE LIBOR RATE INTEREST PERIOD IS TO COMMENCE AND (III)
THE DURATION OF THE APPLICABLE LIBOR RATE INTEREST PERIOD.
THE APPLICABLE RATE
FOR ANY PORTION OF THE LOAN WITH RESPECT TO WHICH BORROWER HAS ELECTED THE LIBOR
RATE OPTION SHALL REVERT TO THE ADJUSTED LIBOR RATE WITH A LIBOR RATE INTEREST
PERIOD OF ONE-MONTH (THE "ONE-MONTH LIBOR RATE"), AS OF THE LAST DAY OF THE
LIBOR RATE INTEREST PERIOD APPLICABLE THERETO (UNLESS BORROWER AGAIN EXERCISES
THE LIBOR RATE OPTION FOR SUCH PORTION OF THE LOAN).
AGENT SHALL BE UNDER NO
DUTY TO NOTIFY BORROWER THAT THE APPLICABLE RATE ON ANY PORTION OF THE LOAN IS
ABOUT TO REVERT FROM AN ADJUSTED LIBOR RATE TO THE ONE-MONTH LIBOR RATE.
THE
LIBOR RATE OPTION MAY BE EXERCISED BY BORROWER ONLY WITH RESPECT TO ANY PORTION
OF THE LOAN EQUAL TO OR IN EXCESS OF $500,000.00. AT NO TIME MAY THERE BE MORE
THAN FOUR (4) LIBOR RATE INTEREST PERIODS IN EFFECT WITH RESPECT TO THE LOAN.
2.4.4
IF AGENT DETERMINES (WHICH DETERMINATION SHALL BE
CONCLUSIVE AND BINDING UPON BORROWER, ABSENT MANIFEST ERROR) (I) THAT DOLLAR
DEPOSITS IN AN AMOUNT APPROXIMATELY EQUAL TO THE PORTION OF THE LOAN FOR WHICH
BORROWER HAS EXERCISED THE LIBOR RATE OPTION FOR THE