THE RELEVANT FACILITY PLUS 2% (OR, IN THE CASE OF ANY SUCH OTHER AMOUNTS
THAT DO NOT RELATE TO A PARTICULAR FACILITY, THE RATE THEN APPLICABLE TO BASE
RATE LOANS UNDER THE RELEVANT REVOLVING FACILITY PLUS 2%), IN THE CASE OF
AMOUNTS THAT ARE OWING IN DOLLARS, OR (B)(I) THE EUROCURRENCY RATE IN RESPECT OF
THE RELEVANT FOREIGN CURRENCY PLUS (II) 2%, IN THE CASE OF AMOUNTS OWING THAT
ARE DENOMINATED IN FOREIGN CURRENCIES, IN EACH CASE, WITH RESPECT TO CLAUSES (I)
AND (II) ABOVE, FROM THE DATE OF SUCH NON-PAYMENT UNTIL SUCH AMOUNT IS PAID IN
FULL (AFTER AS WELL AS BEFORE JUDGMENT).
(D)
INTEREST SHALL BE PAYABLE IN ARREARS ON EACH INTEREST PAYMENT DATE,
PROVIDED THAT INTEREST ACCRUING PURSUANT TO PARAGRAPH (C) OF THIS SECTION SHALL
BE PAYABLE FROM TIME TO TIME ON DEMAND.
4.6
COMPUTATION OF INTEREST AND FEES.
(A)
INTEREST AND FEES PAYABLE PURSUANT
HERETO SHALL BE CALCULATED ON THE BASIS OF A 360-DAY YEAR FOR THE ACTUAL DAYS
ELAPSED, EXCEPT THAT, WITH RESPECT TO BASE RATE LOANS THE RATE OF INTEREST ON
WHICH IS CALCULATED ON THE BASIS OF THE PRIME RATE, THE INTEREST THEREON SHALL
BE CALCULATED ON THE BASIS OF A 365- (OR 366-, AS THE CASE MAY BE) DAY YEAR FOR
THE ACTUAL DAYS ELAPSED.
THE ADMINISTRATIVE AGENT SHALL AS SOON AS PRACTICABLE
NOTIFY THE BORROWER AND THE RELEVANT LENDERS OF EACH DETERMINATION OF A
EUROCURRENCY RATE.
ANY CHANGE IN THE INTEREST RATE ON A LOAN RESULTING FROM A
CHANGE IN THE BASE RATE OR THE EUROCURRENCY RESERVE REQUIREMENTS SHALL BECOME
EFFECTIVE AS OF THE OPENING OF BUSINESS ON THE DAY ON WHICH SUCH CHANGE BECOMES
EFFECTIVE.
THE ADMINISTRATIVE AGENT SHALL AS SOON AS PRACTICABLE NOTIFY THE
BORROWER AND THE RELEVANT 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, DELIVER TO THE
BORROWER A STATEMENT SHOWING THE QUOTATIONS USED BY THE ADMINISTRATIVE AGENT IN
DETERMINING ANY INTEREST RATE PURSUANT TO SECTION 4.5(A).
4.7
INABILITY TO DETERMINE INTEREST RATE.
IF PRIOR TO THE FIRST DAY OF ANY
INTEREST PERIOD:
(A) THE ADMINISTRATIVE AGENT SHALL HAVE DETERMINED (WHICH DETERMINATION SHALL BE
CONCLUSIVE AND BINDING UPON THE BORROWER ABSENT MANIFEST ERROR) THAT, BY REASON
OF CIRCUMSTANCES AFFECTING THE RELEVANT MARKET, ADEQUATE AND REASONABLE MEANS DO
NOT EXIST FOR ASCERTAINING THE EUROCURRENCY RATE FOR SUCH INTEREST PERIOD IN
RESPECT OF LOANS DENOMINATED IN DOLLARS, OR
(B) THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED NOTICE FROM THE MAJORITY
FACILITY LENDERS IN RESPECT OF THE RELEVANT FACILITY THAT THE EUROCURRENCY RATE
DETERMINED OR TO BE DETERMINED FOR SUCH INTEREST PERIOD WILL NOT ADEQUATELY AND
FAIRLY REFLECT THE COST TO SUCH LENDERS (AS CONCLUSIVELY CERTIFIED BY SUCH
LENDERS) OF MAKING OR MAINTAINING THEIR AFFECTED LOANS DURING SUCH INTEREST