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 AFFECTED LENDERS OF EACH
DETERMINATION OF A EURODOLLAR RATE.
ANY CHANGE IN THE INTEREST RATE ON A LOAN
RESULTING FROM A CHANGE IN THE ABR 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 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
37
REASONABLE DETAIL THE CALCULATIONS USED BY THE ADMINISTRATIVE AGENT IN
DETERMINING ANY INTEREST RATE PURSUANT TO SUBSECTION 4.1, EXCLUDING ANY
EURODOLLAR BASE RATE WHICH IS BASED UPON THE TELERATE BRITISH BANKERS ASSOC.
INTEREST SETTLEMENT RATES PAGE AND ANY ABR WHICH IS BASED UPON THE PRIME RATE.
4.7.
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 EURODOLLAR 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 EURODOLLAR LOANS REQUESTED TO BE MADE ON THE FIRST DAY OF SUCH
INTEREST PERIOD SHALL BE MADE AS ABR LOANS AND (B) ANY LOANS THAT WERE TO HAVE
BEEN CONVERTED ON THE FIRST DAY OF SUCH INTEREST PERIOD TO OR CONTINUED AS
EURODOLLAR LOANS SHALL BE CONVERTED TO OR CONTINUED AS ABR LOANS.
IF ANY SUCH
REPAYMENT OCCURS ON A DAY WHICH IS NOT THE LAST DAY OF THE THEN CURRENT INTEREST
PERIOD WITH RESPECT TO SUCH EURODOLLAR LOAN, THE BORROWER SHALL PAY TO EACH OF
THE REVOLVING CREDIT LENDERS SUCH AMOUNTS, IF ANY, AS MAY BE REQUIRED PURSUANT
TO SUBSECTION 4.12.
UNTIL SUCH NOTICE HAS BEEN WITHDRAWN BY THE ADMINISTRATIVE
AGENT, NO FURTHER EURODOLLAR LOANS SHALL BE MADE OR CONTINUED AS SUCH, NOR SHALL
THE BORROWER HAVE THE RIGHT TO CONVERT ABR LOANS TO EURODOLLAR LOANS.
4.8.
PRO RATA TREATMENT AND PAYMENTS.
(A)
EACH BORROWING OF
REVOLVING CREDIT LOANS BY THE BORROWER FROM THE REVOLVING CREDIT LENDERS
HEREUNDER SHALL BE MADE, EACH PAYMENT BY THE BORROWER ON ACCOUNT OF ANY
COMMITMENT FEE IN RESPECT OF THE REVOLVING CREDIT COMMITMENTS HEREUNDER SHALL BE
ALLOCATED BY THE ADMINISTRATIVE AGENT, AND ANY REDUCTION OF THE REVOLVING CREDIT
COMMITMENTS OF THE REVOLVING CREDIT LENDERS SHALL BE ALLOCATED BY