SHALL BE PAYABLE IN ARREARS ON EACH INTEREST
PAYMENT DATE FOR SUCH LOAN AND, IN THE CASE OF DOMESTIC REVOLVING LOANS AND
CANADIAN REVOLVING LOANS, UPON TERMINATION OF THE DOMESTIC COMMITMENTS OR
CANADIAN COMMITMENTS, AS THE CASE MAY BE; PROVIDED THAT (A) INTEREST ACCRUED
PURSUANT TO
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PARAGRAPH (C) OF THIS SECTION SHALL BE PAYABLE ON DEMAND, (B) 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 REVOLVING AVAILABILITY PERIOD), ACCRUED
INTEREST ON THE PRINCIPAL AMOUNT REPAID OR PREPAID SHALL BE PAYABLE ON THE DATE
OF SUCH REPAYMENT OR PREPAYMENT AND (C) IN THE EVENT OF ANY CONVERSION OF ANY
EURODOLLAR 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 OR
ADJUSTED LIBO RATE SHALL BE DETERMINED BY THE ADMINISTRATIVE AGENT, AND SUCH
DETERMINATION SHALL BE CONCLUSIVE ABSENT MANIFEST ERROR.
SOLELY FOR PURPOSES OF
THE INTEREST ACT (CANADA), (I) WHENEVER INTEREST IS TO BE COMPUTED OR EXPRESSED
AT ANY RATE (THE "SPECIFIED RATE") ON THE BASIS OF A YEAR OF 360 DAYS HEREUNDER,
THE ANNUAL RATE OF INTEREST TO WHICH EACH SUCH SPECIFIED RATE IS EQUAL IS SUCH
SPECIFIED RATE MULTIPLIED BY A FRACTION, THE NUMERATOR OF WHICH IS THE ACTUAL
NUMBER OF DAYS IN THE RELEVANT YEAR AND THE DENOMINATOR OF WHICH IS 360; (II)
THE PRINCIPLE OF DEEMED REINVESTMENT OF INTEREST SHALL NOT APPLY TO ANY INTEREST
CALCULATION HEREUNDER; AND (III) THE RATES OF INTEREST STIPULATED HEREIN ARE
INTENDED TO BE NOMINAL RATES AND NOT EFFECTIVE RATES OR YIELDS.
SECTION 2.13.
ALTERNATE RATE OF INTEREST.
IF PRIOR TO THE COMMENCEMENT OF ANY
INTEREST PERIOD FOR A EURODOLLAR 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 DOMESTIC LENDERS OR THE
REQUIRED CANADIAN LENDERS THAT THE ADJUSTED LIBO RATE FOR SUCH INTEREST PERIOD
WILL NOT ADEQUATELY AND FAIRLY REFLECT THE COST
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TO SUCH LENDERS (OR LENDER) OF MAKING OR MAINTAINING THEIR LOANS (OR ITS LOAN)
INCLUDED IN SUCH BORROWING FOR SUCH INTEREST PERIOD;
then the Administrative Agent shall give notice thereof to the Parent Borrower
and the Domestic Lenders or the Canadian Lenders, as applicable, by telephone or
telecopy as promptly as