LOAN OR ANY FEE OR OTHER AMOUNT PAYABLE BY THE BORROWER HEREUNDER IS NOT
PAID WHEN DUE, WHETHER AT STATED MATURITY, UPON ACCELERATION OR OTHERWISE, SUCH
OVERDUE AMOUNT SHALL BEAR INTEREST, AFTER AS WELL AS BEFORE JUDGMENT, AT A RATE
PER ANNUM EQUAL TO (I) IN THE CASE OF OVERDUE PRINCIPAL OF OR INTEREST ON ANY
LOAN, 2% PLUS THE RATE OTHERWISE APPLICABLE TO SUCH LOAN AS PROVIDED IN THE
PRECEDING PARAGRAPHS OF THIS SECTION OR (II) IN THE CASE OF ANY OTHER AMOUNT, 2%
PLUS THE RATE APPLICABLE TO ABR LOANS AS PROVIDED IN PARAGRAPH (A) OF THIS
SECTION.
(E)
ACCRUED INTEREST ON EACH LOAN SHALL BE PAYABLE IN ARREARS ON EACH
INTEREST PAYMENT DATE FOR SUCH LOAN AND, IN THE CASE OF REVOLVING LOANS, UPON
TERMINATION OF THE COMMITMENTS; PROVIDED THAT (I) INTEREST ACCRUED PURSUANT TO
PARAGRAPH (D) OF THIS SECTION SHALL BE PAYABLE ON DEMAND, (II) IN THE EVENT OF
ANY REPAYMENT OR PREPAYMENT OF ANY LOAN (OTHER THAN A PREPAYMENT OF AN ABR
REVOLVING LOAN PRIOR TO THE END OF THE AVAILABILITY PERIOD), ACCRUED INTEREST ON
THE PRINCIPAL AMOUNT REPAID OR PREPAID SHALL BE PAYABLE ON THE DATE OF SUCH
REPAYMENT OR PREPAYMENT AND (III) IN THE EVENT OF ANY CONVERSION OF ANY
EURO-DOLLAR LOAN PRIOR TO THE END OF THE CURRENT INTEREST PERIOD THEREFOR,
ACCRUED INTEREST ON SUCH LOAN SHALL BE PAYABLE ON THE EFFECTIVE DATE OF SUCH
CONVERSION.
(F)
ALL INTEREST HEREUNDER SHALL BE COMPUTED ON THE BASIS OF A YEAR OF
360 DAYS, EXCEPT THAT (I) INTEREST COMPUTED BY REFERENCE TO THE ALTERNATE BASE
RATE AT TIMES WHEN THE ALTERNATE BASE RATE IS BASED ON THE PRIME RATE SHALL BE
COMPUTED ON THE BASIS OF A YEAR OF 365 DAYS (OR 366 DAYS IN A LEAP YEAR) AND
(II) INTEREST COMPUTED WITH RESPECT TO LOANS DENOMINATED IN POUND STERLING SHALL
BE COMPUTED ON THE BASIS OF A YEAR OF 365 DAYS, AND IN EACH CASE SHALL BE
PAYABLE FOR THE ACTUAL NUMBER OF DAYS ELAPSED (INCLUDING THE FIRST DAY BUT
EXCLUDING THE LAST DAY).
THE APPLICABLE ALTERNATE BASE RATE OR ADJUSTED LIBO
RATE SHALL BE DETERMINED BY THE ADMINISTRATIVE AGENT, AND SUCH DETERMINATION
SHALL BE CONCLUSIVE ABSENT MANIFEST ERROR.
40
SECTION 2.13.
ALTERNATE RATE OF INTEREST.
IF PRIOR TO THE COMMENCEMENT OF
ANY INTEREST PERIOD FOR A EURO-CURRENCY BORROWING:
(A)
THE ADMINISTRATIVE AGENT DETERMINES (WHICH DETERMINATION SHALL BE
CONCLUSIVE ABSENT MANIFEST ERROR) THAT ADEQUATE AND REASONABLE MEANS DO NOT
EXIST FOR ASCERTAINING THE ADJUSTED LIBO RATE FOR DEPOSITS IN THE RELEVANT
CURRENCY FOR SUCH INTEREST PERIOD; OR
(B)
THE ADMINISTRATIVE AGENT IS ADVISED BY THE REQUIRED LENDERS THAT
THE ADJUSTED LIBO RATE APPLICABLE TO EURO-CURRENCY BORROWINGS IN THE RELEVANT
CURRENCY FOR SUCH INTEREST PERIOD WILL NOT ADEQUATELY AND FAIRLY REFLECT THE
COST TO SUCH LENDERS (OR LENDER) OF MAKING OR MAINTAINING THEIR LOANS (OR ITS
LOAN) INCLUDED IN SUCH BORROWING FOR SUCH INTEREST PERIOD;
then the Administrative Agent shall give notice thereof to the Company and the
Lenders by telephone or facsimile