BORROWINGS AND INTEREST ON PESO BASE RATE LOANS
SHALL BE CALCULATED ON THE BASIS OF A 365- (OR 366-, AS THE CASE MAY BE) DAY
YEAR FOR THE ACTUAL NUMBER OF DAYS ELAPSED; AND, OTHERWISE, INTEREST SHALL BE
CALCULATED ON THE BASIS OF A 360-DAY YEAR FOR THE ACTUAL NUMBER OF DAYS
ELAPSED.
ANY CHANGE IN THE INTEREST RATE ON A LOAN RESULTING FROM A CHANGE IN
THE ALTERNATE BASE RATE, THE U.S. BASE RATE, THE PESO 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 APPLICABLE
ADMINISTRATIVE AGENT SHALL AS SOON AS PRACTICABLE NOTIFY THE RELEVANT BORROWER
AND THE APPLICABLE LENDERS OF THE EFFECTIVE DATE AND THE AMOUNT OF EACH SUCH
CHANGE IN INTEREST RATE.
ANY CHANGE IN THE APPLICABLE MARGIN OR APPLICABLE
FACILITY FEE RATE RESULTING FROM A CHANGE IN THE CREDIT RATING OF THE COMPANY
SHALL BECOME EFFECTIVE ON THE EARLIER OF (X) THE DATE UPON WHICH SUCH CHANGE IS
PUBLICLY ANNOUNCED BY THE RELEVANT RATING AGENCY AND (Y) THE DATE UPON WHICH THE
COMPANY PROVIDES TO THE GENERAL ADMINISTRATIVE AGENT REASONABLY SATISFACTORY
EVIDENCE OF SUCH CHANGE.
(B)
EACH DETERMINATION OF AN INTEREST RATE BY THE APPLICABLE ADMINISTRATIVE
AGENT PURSUANT TO ANY PROVISION OF THIS AGREEMENT SHALL BE CONCLUSIVE AND
BINDING ON THE BORROWERS AND THE LENDERS IN THE ABSENCE OF MANIFEST ERROR.
THE
48
APPLICABLE ADMINISTRATIVE AGENT SHALL, AT THE REQUEST OF ANY BORROWER, DELIVER
TO SUCH BORROWER A STATEMENT SHOWING THE QUOTATIONS USED BY SUCH ADMINISTRATIVE
AGENT IN DETERMINING ANY INTEREST RATE PURSUANT TO SUBSECTION 6.7(A).
(C)
FOR THE PURPOSES OF THE INTEREST ACT (CANADA) AND DISCLOSURE THEREUNDER,
WHENEVER ANY INTEREST OR ANY FEE TO BE PAID HEREUNDER OR IN CONNECTION HEREWITH
IS TO BE CALCULATED ON THE BASIS OF A 360-DAY YEAR, THE YEARLY RATE OF INTEREST
TO WHICH THE RATE USED IN SUCH CALCULATION IS EQUIVALENT IS THE RATE SO USED
MULTIPLIED BY THE ACTUAL NUMBER OF DAYS IN THE CALENDAR YEAR IN WHICH THE SAME
IS TO BE ASCERTAINED AND DIVIDED BY 360.
THE RATES OF INTEREST UNDER THIS
AGREEMENT ARE NOMINAL RATES, AND NOT EFFECTIVE RATES OR YIELDS.
THE PRINCIPLE
OF DEEMED REINVESTMENT OF INTEREST DOES NOT APPLY TO ANY INTEREST CALCULATION
UNDER THIS AGREEMENT.
(D)
IF ANY PROVISION OF THIS AGREEMENT WOULD OBLIGE EITHER CANADIAN BORROWER
TO MAKE ANY PAYMENT OF INTEREST OR OTHER AMOUNT PAYABLE TO ANY LENDER IN AN
AMOUNT OR CALCULATED AT A RATE WHICH WOULD BE PROHIBITED BY LAW OR WOULD RESULT
IN A RECEIPT BY THAT LENDER OF "INTEREST" AT A "CRIMINAL RATE" (AS SUCH TERMS
ARE CONSTRUED UNDER THE CRIMINAL CODE (CANADA)), THEN, NOTWITHSTANDING SUCH
PROVISION, SUCH AMOUNT OR RATE SHALL BE DEEMED TO HAVE BEEN ADJUSTED WITH
RETROACTIVE EFFECT TO THE MAXIMUM AMOUNT OR RATE OF INTEREST, AS THE CASE MAY
BE, AS WOULD NOT BE SO PROHIBITED BY LAW OR SO RESULT IN A RECEIPT BY THAT
LENDER OF "INTEREST" AT A "CRIMINAL RATE",