RESPECT OF A UNIT, AS
PROVIDED IN SECTION 15.4(H) HEREOF; AND
(B)
ON THE MATURITY DATE, BORROWER SHALL PAY THE ENTIRE AMOUNT OF THE DEBT.
ARTICLE V
INTEREST
SECTION 5.1
INTEREST RATE.
(A)
INTEREST SHALL ACCRUE ON THE LOAN AT THE APPLICABLE RATE.
SUBJECT TO
THE PROVISIONS HEREINAFTER SET FORTH, THE APPLICABLE RATE SHALL BE THE ADJUSTED
LIBOR RATE.
(B)
INTEREST IN ARREARS AT THE APPLICABLE RATE SHALL BE PAYABLE ON EACH
PAYMENT DATE.
(C)
AS LONG AS NO EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, BORROWER
MAY ELECT FROM TIME TO TIME (EACH, A "LIBOR RATE ELECTION"), BUT NO MORE
FREQUENTLY THAN ONCE IN ANY CALENDAR MONTH, TO HAVE THE ADJUSTED LIBOR RATE
APPLY TO ANY PORTION OF THE PRINCIPAL AMOUNT OF THE LOAN (INCLUDING ANY
DISBURSEMENT OF LOAN PROCEEDS ABOUT TO BE MADE) BY GIVING LENDER IRREVOCABLE
WRITTEN NOTICE OF SUCH ELECTION DESIGNATING THE INTEREST PERIOD FOR WHICH SUCH
LIBOR RATE ELECTION IS TO APPLY.
SUCH WRITTEN NOTICE SHALL BE GIVEN TO LENDER
AT ITS NEW YORK OFFICE BY NO LATER THAN 11:00 A.M. NEW YORK TIME AT LEAST THREE
(3) LIBOR BUSINESS DAYS PRIOR TO THE DATE ON WHICH THE APPLICABLE INTEREST
PERIOD WILL COMMENCE.
IF A LIBOR RATE ELECTION IS THEN IN EFFECT WITH RESPECT
TO ANY PORTION OF THE LOAN, THEN NO INTEREST PERIOD FOR SUCH PORTION (OR ANY
PART THEREOF) OF THE LOAN MAY BE DESIGNATED WHICH COMMENCES PRIOR TO THE LAST
DAY OF THE THEN CURRENT AND APPLICABLE INTEREST PERIOD FOR SUCH PORTION OF THE
LOAN.
IN NO EVENT MAY BORROWER ELECT AN INTEREST PERIOD WHICH EXTENDS BEYOND
THE MATURITY DATE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, (I) THE LIBOR RATE
ELECTION MAY BE EXERCISED FROM TIME TO TIME ONLY AS TO A MINIMUM AMOUNT OF
$53,000,000, AND (II) IN NO EVENT SHALL MORE THAN SEVEN (7) INTEREST PERIODS BE
IN EFFECT AT ANY TIME FOR THE LOAN.
IF BORROWER DOES NOT SELECT AN INTEREST
PERIOD AT LEAST THREE (3) LIBOR BUSINESS DAYS PRIOR TO THE LAST DAY OF THE
APPLICABLE INTEREST PERIOD, THEN THE APPLICABLE RATE FOR SUCH AMOUNT FOLLOWING
THE END OF SUCH INTEREST PERIOD SHALL BE BASED ON A THIRTY (30) DAY INTEREST
PERIOD.
(D)
ALL PAYMENTS (WHETHER OF PRINCIPAL OR INTEREST) SHALL BE DEEMED
CREDITED TO BORROWER'S ACCOUNT ONLY IF RECEIVED BY 3:00 P.M. (NEW YORK TIME) ON
A BUSINESS DAY; OTHERWISE, SUCH PAYMENT SHALL BE DEEMED RECEIVED ON THE NEXT
BUSINESS DAY.
(E)
IF LENDER DETERMINES (WHICH DETERMINATION SHALL BE CONCLUSIVE AND
BINDING UPON BORROWER, ABSENT MANIFEST ERROR) (I) THAT DOLLAR DEPOSITS IN
RESPECT OF ANY PORTION OF THE LOAN BEARING INTEREST AT THE ADJUSTED LIBOR RATE
ARE NOT GENERALLY AVAILABLE AT SUCH TIME IN THE LONDON INTERBANK MARKET, (II)
THAT THE RATE AT WHICH SUCH DEPOSITS ARE BEING OFFERED WILL NOT ADEQUATELY AND
FAIRLY REFLECT THE COST TO LENDER OF MAINTAINING A LIBOR RATE ON SUCH PORTION OF
THE LOAN OR OF FUNDING THE SAME DUE TO CIRCUMSTANCES AFFECTING THE LONDON
28
INTERBANK MARKET GENERALLY, (III)