ON EACH LOAN SHALL BE PAYABLE IN ARREARS ON EACH INTEREST
PAYMENT DATE FOR SUCH LOAN AND, IN THE CASE OF REVOLVING LOANS, UPON TERMINATION
OF THE REVOLVING COMMITMENTS; PROVIDED THAT (I) INTEREST ACCRUED PURSUANT TO
PARAGRAPH (C) OF THIS SECTION SHALL BE PAYABLE ON DEMAND, (II) IN THE EVENT OF
ANY REPAYMENT OR PREPAYMENT OF ANY LOAN (OTHER THAN A PREPAYMENT OF AN ABR
REVOLVING 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
EUROCURRENCY REVOLVING 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.
(E)
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 AT
TIMES WHEN THE ALTERNATE BASE RATE IS BASED ON THE PRIME RATE 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, ADJUSTED
LIBO RATE, LIBO RATE, ADJUSTED EURIBO RATE OR EURIBO RATE SHALL BE DETERMINED BY
THE ADMINISTRATIVE AGENT, AND SUCH DETERMINATION SHALL BE CONCLUSIVE ABSENT
MANIFEST ERROR.
(F)
THE PARTIES HERETO HAVE ASSUMED THAT THE INTEREST PAYABLE UNDER THIS
AGREEMENT IS NOT AND WILL NOT BECOME SUBJECT TO SWISS FEDERAL WITHHOLDING TAX.
IF A TAX DEDUCTION IS REQUIRED BY LAW IN RESPECT OF ANY INTEREST PAYABLE BY A
SWISS BORROWER UNDER A LOAN DOCUMENT AND SHOULD IT BE UNLAWFUL FOR A SWISS
BORROWER TO COMPLY WITH SECTION 2.17 FOR ANY REASON TAKING INTO ACCOUNT THE
EXCLUSIONS SET OUT IN SECTION 2.17:
(I) THEN THE APPLICABLE INTEREST RATE IN
RELATION TO THAT INTEREST PAYMENT SHALL BE THE INTEREST RATE WHICH WOULD HAVE
APPLIED TO THAT INTEREST PAYMENT AS PROVIDED FOR IN THIS SECTION 2.13 (AS
PROVIDED FOR IN THE ABSENCE OF THIS PARAGRAPH (F)) DIVIDED BY THE FOLLOWING: 1
MINUS THE RELEVANT TAX DEDUCTION IS REQUIRED TO BE MADE UNDER SWISS DOMESTIC TAX
LAW AND/OR APPLICABLE DOUBLE TAXATION TREATIES (WHERE THE RATE AT WHICH THE
RELEVANT TAX DEDUCTION REQUIRED TO BE MADE IS, FOR THIS PURPOSE, EXPRESSED AS A
FRACTION OF ONE (1)), AND (II) THE SWISS BORROWER SHALL PAY THE RELEVANT
INTEREST AT THE ADJUSTED RATE IN ACCORDANCE WITH THE PRECEDING CLAUSE (I), MAKE
THE TAX DEDUCTION ON THE INTEREST SO RECALCULATED AND ALL REFERENCES TO A RATE
OF INTEREST UNDER THE LOAN DOCUMENTS SHALL BE CONSTRUED ACCORDINGLY.
SECTION 2.14.
ALTERNATE RATE OF INTEREST.
IF PRIOR TO THE COMMENCEMENT OF ANY
INTEREST PERIOD FOR A EUROCURRENCY BORROWING:
(A)
THE ADMINISTRATIVE AGENT DETERMINES (WHICH DETERMINATION SHALL BE
CONCLUSIVE ABSENT MANIFEST ERROR) THAT ADEQUATE AND REASONABLE MEANS DO NOT
EXIST FOR ASCERTAINING