AMOUNT SHALL BEAR INTEREST AT A RATE
PER ANNUM EQUAL TO THE RATE THEN APPLICABLE TO ABR LOANS PLUS 2%, 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 (AS WELL AFTER 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.
3.6
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 ABR 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 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 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 3.5(A).
3.7
Inability to Determine Interest Rate.
If prior to the fast day of
any Interest Period:
(A)
THE ADMINISTRATIVE AGENT SHALL HAVE DETERMINED 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, OR
(B)
THE ADMINISTRATIVE AGENT SHALL HAVE DETERMINED THAT THE MAKING OR
CONTINUATION OF ANY EURODOLLAR LOAN HAS BECOME (X) UNLAWFUL BY ANY LAW OR
GOVERNMENTAL RULE, REGULATION OR ORDER, (Y) IMPOSSIBLE BY COMPLIANCE BY ANY
LENDER IN GOOD FAITH WITH ANY GOVERNMENTAL REQUEST (WHETHER OR NOT HAVING FORCE
OF LAW) OR (Z) IMPRACTICABLE AS A RESULT OF A CONTINGENCY OCCURRING AFTER THE
DATE OF THIS AGREEMENT WHICH MATERIALLY AND ADVERSELY AFFECTS THE INTERBANK
EURODOLLAR MARKET,
the Administrative Agent shall give telecopy or telephonic notice thereof to the
Borrower and the relevant Lenders as soon as practicable thereafter.
If such
notice is given (x) any Eurodollar Loans under the relevant Facility requested
to be made on the first day of such Interest Period shall be made as ABR Loans,
(y) any Loans under the relevant Facility