ADMINISTRATIVE AGENT OR SUCH LENDER OR ISSUING BANK, TO
OBTAIN REIMBURSEMENT FROM IT OF AN AMOUNT EQUAL TO SUCH EXCESS, AND, PENDING
SUCH REIMBURSEMENT, SUCH AMOUNT SHALL BE DEEMED TO BE AN AMOUNT PAYABLE BY THE
ADMINISTRATIVE AGENT OR SUCH LENDER OR ISSUING BANK TO THE CANADIAN BORROWER.
ANY AMOUNT OR RATE OF INTEREST REFERRED TO IN THIS PARAGRAPH SHALL BE DETERMINED
IN
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ACCORDANCE WITH GENERALLY ACCEPTED ACTUARIAL PRACTICES AND PRINCIPLES AS AN
EFFECTIVE ANNUAL RATE OF INTEREST OVER THE TERM OF ANY LOAN OR LC DISBURSEMENT
ON THE ASSUMPTION THAT ANY CHARGES, FEES OR EXPENSES THAT FALL WITHIN THE
MEANING OF "INTEREST" (AS DEFINED IN THE CRIMINAL CODE (CANADA)) SHALL, IF THEY
RELATE TO A SPECIFIC PERIOD OF TIME, BE PRORATED OVER THAT PERIOD OF TIME AND
OTHERWISE BE PRORATED OVER THE PERIOD FROM THE EFFECTIVE DATE TO THE REVOLVING
MATURITY DATE AND, IN THE EVENT OF DISPUTE, A CERTIFICATE OF A FELLOW OF THE
CANADIAN INSTITUTE OF ACTUARIES APPOINTED BY THE CANADIAN ADMINISTRATIVE AGENT
SHALL BE CONCLUSIVE FOR THE PURPOSES OF SUCH DETERMINATION ABSENT MANIFEST
ERROR.
SECTION 2.15. 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 THE ADJUSTED LIBO RATE FOR SUCH INTEREST PERIOD; OR
(B)
THE ADMINISTRATIVE AGENT IS ADVISED BY THE REQUIRED LENDERS THAT THE
ADJUSTED LIBO RATE FOR SUCH INTEREST PERIOD WILL NOT ADEQUATELY AND FAIRLY
REFLECT THE COST TO SUCH LENDERS OF MAKING OR MAINTAINING THEIR LOANS INCLUDED
IN SUCH BORROWING FOR SUCH INTEREST PERIOD;
then the Administrative Agent shall give notice thereof (which may be
telephonic) to the Borrowers and the Lenders as promptly as practicable
thereafter and, until the Administrative Agent notifies the Borrowers and the
Lenders that the circumstances giving rise to such notice no longer exist,
(i) any Interest Election Request that requests the conversion of any Borrowing
to, or continuation of any
Borrowing as, a Eurocurrency Borrowing shall be
ineffective and (ii) if any Borrowing Request requests a Eurocurrency Borrowing,
such Borrowing shall be made as an ABR Borrowing.
SECTION 2.16. INCREASED COSTS. (A)
IF ANY CHANGE IN LAW SHALL:
(I) IMPOSE, MODIFY OR DEEM APPLICABLE ANY RESERVE, SPECIAL DEPOSIT OR SIMILAR
REQUIREMENT AGAINST ASSETS OF, DEPOSITS WITH OR FOR THE ACCOUNT OF, OR CREDIT
EXTENDED BY, ANY LENDER (EXCEPT ANY SUCH RESERVE REQUIREMENT REFLECTED IN THE
ADJUSTED LIBO RATE) OR ANY ISSUING BANK; OR
(II) IMPOSE ON ANY LENDER OR ISSUING BANK OR THE LONDON OR CANADIAN INTERBANK
MARKET ANY OTHER CONDITION AFFECTING THIS AGREEMENT OR EUROCURRENCY LOANS MADE
BY OR ANY ACCEPTANCE AND PURCHASE OF BAS BY SUCH LENDER OR ANY LETTER OF CREDIT
OR PARTICIPATION THEREIN;
and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurocurrency Loan or accepting and
purchasing any BA (or of maintaining its obligation to