NEW INTEREST
PERIOD TO BE APPLICABLE TO SUCH LIBOR ADVANCES, BORROWER SHALL BE DEEMED TO HAVE
ELECTED TO CONVERT SUCH LIBOR ADVANCES INTO PRIME RATE ADVANCES.
(D)
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 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
9
BY BANK, AS A RESULT OF THE CONVERSION OF LIBOR ADVANCES TO PRIME RATE ADVANCES
PURSUANT TO ANY OF THE FOREGOING.
(E)
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.
(A)
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.
(B)
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.
(C)
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