BORROWER AND THE AFFECTED LENDERS OF THE EFFECTIVE DATE AND THE
AMOUNT OF EACH SUCH CHANGE IN INTEREST RATE.
(B)
EACH DETERMINATION OF AN INTEREST RATE BY THE ADMINISTRATIVE AGENT
PURSUANT TO ANY PROVISION OF THIS AGREEMENT SHALL BE CONCLUSIVE AND BINDING ON
THE BORROWER AND THE LENDERS IN THE ABSENCE OF MANIFEST ERROR.
THE
ADMINISTRATIVE AGENT SHALL, AT THE REQUEST OF THE BORROWER OR ANY LENDER,
DELIVER TO THE BORROWER OR SUCH LENDER A STATEMENT SHOWING IN REASONABLE DETAIL
THE CALCULATIONS USED BY THE ADMINISTRATIVE AGENT IN DETERMINING ANY INTEREST
RATE PURSUANT TO SUBSECTION 3.1, EXCLUDING ANY EUROCURRENCY BASE RATE WHICH IS
BASED UPON THE BBA LIBOR RATES PAGE AND ANY ABR LOAN WHICH IS BASED UPON THE
PRIME RATE.
3.7
INABILITY TO DETERMINE INTEREST RATE.
IF PRIOR TO THE FIRST DAY
OF ANY INTEREST PERIOD, THE ADMINISTRATIVE AGENT SHALL HAVE DETERMINED (WHICH
DETERMINATION SHALL BE CONCLUSIVE AND BINDING UPON THE BORROWER) THAT, BY REASON
OF CIRCUMSTANCES AFFECTING THE RELEVANT MARKET, ADEQUATE AND REASONABLE MEANS DO
NOT EXIST FOR ASCERTAINING THE EUROCURRENCY RATE WITH RESPECT TO ANY
EUROCURRENCY LOAN (THE "AFFECTED RATE") FOR SUCH INTEREST PERIOD, THE
ADMINISTRATIVE AGENT SHALL GIVE TELECOPY OR TELEPHONIC NOTICE THEREOF TO THE
BORROWER AND THE LENDERS AS SOON AS PRACTICABLE THEREAFTER.
IF SUCH NOTICE IS
GIVEN, (A) ANY SENIOR INTERIM LOANS THE RATE OF INTEREST APPLICABLE TO WHICH IS
BASED ON THE AFFECTED RATE REQUESTED TO BE MADE ON THE FIRST DAY OF SUCH
INTEREST PERIOD SHALL BE MADE AS ABR LOANS AND (B) ANY SENIOR INTERIM LOANS
SHALL BE CONVERTED TO ABR LOANS ON THE FIRST DAY OF SUCH INTEREST PERIOD.
56
3.8
PRO RATA TREATMENT AND PAYMENTS.
(A)
EACH PAYMENT (INCLUDING EACH PREPAYMENT) BY THE BORROWER ON
ACCOUNT OF PRINCIPAL OF AND INTEREST ON ANY SENIOR INTERIM LOANS SHALL BE
ALLOCATED BY THE ADMINISTRATIVE AGENT PRO RATA ACCORDING TO THE RESPECTIVE
OUTSTANDING PRINCIPAL AMOUNTS OF THE SENIOR INTERIM LOANS THEN HELD BY THE
RESPECTIVE LENDERS.
ALL PAYMENTS (INCLUDING PREPAYMENTS) TO BE MADE BY THE
BORROWER HEREUNDER, WHETHER ON ACCOUNT OF PRINCIPAL, INTEREST, FEES OR
OTHERWISE, SHALL BE MADE WITHOUT SET-OFF OR COUNTERCLAIM AND SHALL BE MADE PRIOR
TO 1:00 P.M., NEW YORK CITY TIME, ON THE DUE DATE THEREOF TO THE ADMINISTRATIVE
AGENT, FOR THE ACCOUNT OF THE LENDERS AT THE ADMINISTRATIVE AGENT'S OFFICE
SPECIFIED IN SUBSECTION 10.2, AND SHALL BE MADE IN DOLLARS AND IN IMMEDIATELY
AVAILABLE FUNDS.
PAYMENTS RECEIVED BY THE ADMINISTRATIVE AGENT AFTER SUCH TIME
SHALL BE DEEMED TO HAVE BEEN RECEIVED ON THE NEXT BUSINESS DAY.
THE
ADMINISTRATIVE AGENT SHALL DISTRIBUTE SUCH PAYMENTS TO SUCH LENDERS, IF ANY SUCH
PAYMENT IS RECEIVED PRIOR TO 1:00 P.M., NEW YORK CITY TIME, ON A BUSINESS DAY,
IN LIKE FUNDS AS RECEIVED PRIOR TO THE END OF SUCH BUSINESS DAY, AND OTHERWISE
THE ADMINISTRATIVE AGENT SHALL DISTRIBUTE SUCH PAYMENT TO SUCH LENDERS ON THE
NEXT SUCCEEDING BUSINESS DAY.
IF ANY PAYMENT HEREUNDER (OTHER THAN PAYMENTS ON
THE EUROCURRENCY LOANS) BECOMES DUE AND PAYABLE ON A DAY OTHER THAN A