BEAR INTEREST
AT A RATE PER ANNUM EQUAL TO (A) IN THE CASE OF THE LOANS, THE RATE THAT WOULD
OTHERWISE BE APPLICABLE THERETO PURSUANT TO THE FOREGOING PROVISIONS OF THIS
SECTION PLUS 2% OR (B) IN THE CASE OF REIMBURSEMENT OBLIGATIONS, THE RATE
APPLICABLE TO BASE RATE LOANS UNDER THE REVOLVING FACILITY PLUS 2%, AND (II) IF
ALL OR A PORTION OF ANY INTEREST PAYABLE ON ANY LOAN OR REIMBURSEMENT OBLIGATION
OR ANY FEE PAYABLE HEREUNDER SHALL NOT BE PAID WHEN DUE (WHETHER AT THE STATED
MATURITY, BY ACCELERATION OR OTHERWISE), SUCH OVERDUE AMOUNT SHALL BEAR INTEREST
AT A RATE PER ANNUM EQUAL TO THE RATE THEN APPLICABLE TO BASE RATE LOANS UNDER
THE RELEVANT FACILITY 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
(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 EURODOLLAR 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 REASONABLY 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, OR
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(B)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED NOTICE FROM THE
MAJORITY FACILITY LENDERS IN RESPECT OF THE RELEVANT FACILITY THAT THE