ANY LIBOR ADVANCES SHALL, AT BANK'S OPTION, CONVERT INTO PRIME RATE
ADVANCES IN THE EVENT THAT (I) AN EVENT OF DEFAULT OR DEFAULT SHALL EXIST, OR
(II) THE AGGREGATE PRINCIPAL AMOUNT OF THE PRIME RATE ADVANCES WHICH HAVE BEEN
PREVIOUSLY CONVERTED TO LIBOR ADVANCES, OR THE AGGREGATE PRINCIPAL AMOUNT OF
EXISTING LIBOR ADVANCES CONTINUED, AS THE CASE MAY BE, AT THE BEGINNING OF AN
INTEREST PERIOD SHALL AT ANY TIME DURING SUCH INTEREST PERIOD EXCEED THE
REVOLVING LINE.
BORROWER AGREES TO PAY BANK, UPON DEMAND BY BANK (OR BANK MAY,
AT
4
ITS OPTION, CHARGE THE DESIGNATED DEPOSIT ACCOUNT OR ANY OTHER ACCOUNT BORROWER
MAINTAINS WITH BANK) ANY AMOUNTS REQUIRED TO COMPENSATE BANK FOR ANY LOSS
(INCLUDING LOSS OF ANTICIPATED PROFITS), COST, OR EXPENSE INCURRED BY BANK, AS A
RESULT OF THE CONVERSION OF LIBOR ADVANCES TO PRIME RATE ADVANCES PURSUANT TO
ANY OF THE FOREGOING.
4.5
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, BANK
SHALL NOT BE REQUIRED TO PURCHASE UNITED STATES DOLLAR DEPOSITS IN THE LONDON
INTERBANK MARKET OR OTHER APPLICABLE LIBOR MARKET TO FUND ANY LIBOR ADVANCES,
BUT THE PROVISIONS HEREOF SHALL BE DEEMED TO APPLY AS IF BANK HAD PURCHASED SUCH
DEPOSITS TO FUND THE LIBOR ADVANCES.
5
SPECIAL PROVISIONS GOVERNING LIBOR ADVANCES.
5.1
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
ADVANCES 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.
5.2
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 ADVANCE, 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 ADVANCE 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 ADVANCES MAY BE MADE AS, OR CONVERTED TO, LIBOR ADVANCES 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 ADVANCES IN RESPECT OF
WHICH SUCH DETERMINATION WAS MADE SHALL BE DEEMED TO BE RESCINDED BY BORROWER.
5.3
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