PREPAYMENT OF ANY LOAN (OTHER THAN A PREPAYMENT OF AN ABR REVOLVING LOAN,
CANADIAN ABR LOAN OR CANADIAN PRIME RATE 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 EURODOLLAR 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.
(H)
ALL INTEREST HEREUNDER SHALL BE COMPUTED ON THE BASIS OF A YEAR OF
360 DAYS, EXCEPT THAT INTEREST COMPUTED BY REFERENCE TO THE ALTERNATE BASE RATE
OR CANADIAN PRIME RATE AT TIMES WHEN THE ALTERNATE BASE RATE OR THE CANADIAN
PRIME RATE, AS APPLICABLE, IS BASED ON THE RATE SET FORTH IN CLAUSE (A) OF EACH
DEFINITION SHALL BE COMPUTED ON THE BASIS OF A YEAR OF 365 DAYS (OR 366 DAYS IN
A LEAP YEAR), 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, CANADIAN ABR, CANADIAN PRIME RATE, ADJUSTED LIBO RATE OR
LIBO RATE SHALL BE DETERMINED BY THE US ADMINISTRATIVE AGENT OR CANADIAN
ADMINISTRATIVE AGENT, AS APPLICABLE, AND SUCH DETERMINATION SHALL BE CONCLUSIVE
ABSENT MANIFEST ERROR.
(I)
FOR THE PURPOSES OF THE INTEREST ACT (CANADA), IN ANY CASE IN
WHICH AN INTEREST OR FEE RATE IS STATED IN THIS AGREEMENT TO BE CALCULATED ON
THE BASIS OF A NUMBER OF DAYS THAT IS OTHER THAN THE NUMBER IN A CALENDAR YEAR,
THE YEARLY RATE, TO WHICH SUCH INTEREST OR FEE RATE IS EQUIVALENT, IS EQUAL TO
SUCH INTEREST OR FEE RATE MULTIPLIED BY THE ACTUAL NUMBER OF DAYS IN THE YEAR IN
WHICH THE RELEVANT INTEREST OR FEE PAYMENT ACCRUES AND DIVIDED BY THE NUMBER OF
DAYS USED AS THE BASIS FOR SUCH CALCULATION.
SECTION 2.15
Alternate Rate of Interest. If prior to the commencement of
any Interest Period for a Eurodollar Borrowing:
55
(A)
EITHER 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 OR THE LIBO RATE, AS APPLICABLE,
FOR SUCH INTEREST PERIOD; OR
(B)
EITHER ADMINISTRATIVE AGENT IS ADVISED BY THE REQUIRED LENDERS
THAT THE ADJUSTED LIBO RATE OR THE LIBO RATE, AS APPLICABLE, 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 US Administrative Agent shall give notice thereof to the Borrowers and
the Lenders by telephone or facsimile as promptly as practicable thereafter and,
until the US Administrative Agent notifies the Borrowers and the Lenders that
the circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Revolving Borrowing to, or
continuation