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 ITS
LIBOR ADVANCES AND ANY LOSS, EXPENSE OR LIABILITY INCURRED BY BANK IN CONNECTION
WITH THE LIQUIDATION OR RE-EMPLOYMENT OF SUCH FUNDS) SUCH THAT BANK MAY INCUR:
(I) IF FOR ANY REASON (OTHER THAN A DEFAULT BY BANK OR DUE TO ANY FAILURE OF
BANK TO FUND LIBOR ADVANCES DUE TO IMPRACTICABILITY OR ILLEGALITY UNDER
SECTIONS 6(D) AND 6(E) OF THIS LIBOR SUPPLEMENT) A BORROWING OR A CONVERSION TO
OR CONTINUATION OF ANY LIBOR ADVANCE DOES NOT OCCUR ON A DATE SPECIFIED IN A
NOTICE OF BORROWING OR A NOTICE OF CONVERSION/CONTINUATION, AS THE CASE MAY BE,
OR (II) IF ANY PRINCIPAL PAYMENT OR ANY CONVERSION OF ANY OF ITS LIBOR ADVANCES
OCCURS ON A DATE PRIOR TO THE LAST DAY OF AN INTEREST PERIOD APPLICABLE TO THAT
ADVANCE.
(D)
ASSUMPTIONS CONCERNING FUNDING OF LIBOR ADVANCES.
CALCULATION OF
ALL AMOUNTS PAYABLE TO BANK UNDER THIS SECTION 5 AND UNDER SECTION 3 OF THIS
LIBOR SUPPLEMENT SHALL BE MADE AS THOUGH BANK HAD ACTUALLY FUNDED EACH OF ITS
RELEVANT LIBOR ADVANCES THROUGH THE PURCHASE OF A EURODOLLAR DEPOSIT BEARING
INTEREST AT THE RATE OBTAINED PURSUANT TO THE DEFINITION OF LIBOR RATE IN AN
AMOUNT EQUAL TO THE AMOUNT OF SUCH LIBOR ADVANCE AND HAVING A MATURITY
COMPARABLE TO THE RELEVANT INTEREST PERIOD; PROVIDED, HOWEVER, THAT BANK MAY
FUND EACH OF ITS LIBOR ADVANCES IN ANY MANNER IT SEES FIT AND THE FOREGOING
ASSUMPTIONS SHALL BE UTILIZED ONLY FOR THE PURPOSES OF CALCULATING AMOUNTS
PAYABLE UNDER THIS SECTION 5 AND UNDER SECTION 3 OF THIS LIBOR SUPPLEMENT.
(E)
LIBOR ADVANCES AFTER DEFAULT.
AFTER THE OCCURRENCE AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT, (I) BORROWER MAY NOT ELECT TO HAVE AN
ADVANCE BE MADE OR CONTINUED AS, OR CONVERTED TO, A LIBOR ADVANCE AFTER THE
EXPIRATION OF ANY INTEREST PERIOD THEN IN EFFECT FOR SUCH ADVANCE AND
(II) SUBJECT TO THE PROVISIONS OF SECTION 5(C), ANY NOTICE OF
CONVERSION/CONTINUATION GIVEN BY BORROWER WITH RESPECT TO A REQUESTED
CONVERSION/CONTINUATION THAT HAS NOT YET OCCURRED SHALL BE DEEMED TO BE
RESCINDED BY BORROWER AND BE DEEMED A REQUEST TO CONVERT OR CONTINUE ADVANCES
REFERRED TO THEREIN AS PRIME RATE ADVANCES.
6
ADDITIONAL REQUIREMENTS/PROVISIONS
REGARDING LIBOR ADVANCES.
(A)
IF FOR ANY REASON (INCLUDING VOLUNTARY OR MANDATORY PREPAYMENT OR
ACCELERATION), BANK RECEIVES ALL OR PART OF THE PRINCIPAL AMOUNT OF A LIBOR
ADVANCE PRIOR TO THE LAST DAY OF THE INTEREST PERIOD FOR SUCH ADVANCE, BORROWER
SHALL IMMEDIATELY NOTIFY BORROWER'S ACCOUNT OFFICER AT BANK AND, ON DEMAND BY
BANK, PAY
10
BANK THE AMOUNT (IF ANY) BY WHICH (I) THE ADDITIONAL INTEREST WHICH WOULD HAVE
BEEN PAYABLE ON THE AMOUNT SO RECEIVED HAD IT NOT BEEN RECEIVED UNTIL THE LAST
DAY OF SUCH INTEREST PERIOD EXCEEDS (II) THE INTEREST WHICH WOULD HAVE BEEN
RECOVERABLE BY BANK BY PLACING THE AMOUNT SO RECEIVED ON DEPOSIT IN THE
CERTIFICATE