ON A LOAN RESULTING FROM A CHANGE IN THE CANADIAN PRIME
RATE, 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 RELEVANT FACILITY AGENT SHALL AS SOON AS PRACTICABLE NOTIFY THE
US BORROWER OR THE CANADIAN BORROWER, AS APPLICABLE, AND THE RELEVANT LENDERS OF
THE EFFECTIVE DATE AND THE AMOUNT OF EACH SUCH CHANGE IN INTEREST RATE.
(B)
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 BY THE CANADIAN BORROWER IS TO BE CALCULATED ON THE BASIS OF
A 360-, 365- OR 366-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, 365 OR 366, AS APPLICABLE. 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.
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(C)
EACH DETERMINATION OF AN INTEREST RATE (INCLUDING THE DISCOUNT
RATE) BY THE RELEVANT FACILITY AGENT PURSUANT TO ANY PROVISION OF THIS AGREEMENT
SHALL BE CONCLUSIVE AND BINDING ON THE US BORROWER, THE CANADIAN BORROWER, THE
US DOLLAR-DENOMINATED FACILITY LENDERS AND THE ALTERNATE CURRENCY FACILITIES
LENDERS, AS APPLICABLE, IN THE ABSENCE OF MANIFEST ERROR. THE RELEVANT FACILITY
AGENT SHALL, AT THE REQUEST OF THE US BORROWER OR THE CANADIAN BORROWER, AS THE
CASE MAY BE, DELIVER TO THE US BORROWER OR THE CANADIAN BORROWER, AS THE CASE
MAY BE, A STATEMENT SHOWING THE QUOTATIONS USED BY SUCH FACILITY AGENT IN
DETERMINING ANY INTEREST RATE OR DISCOUNT RATE PURSUANT TO SECTION 2.15.
2.17
Inability to Determine Interest Rate. If prior to the first day of
any Interest Period:
(A)
THE RELEVANT FACILITY AGENT SHALL HAVE DETERMINED (WHICH
DETERMINATION SHALL BE CONCLUSIVE AND BINDING UPON EACH AFFECTED 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
(B)
THE RELEVANT FACILITY AGENT SHALL HAVE RECEIVED NOTICE FROM THE
MAJORITY FACILITY LENDERS IN RESPECT OF THE RELEVANT FACILITY THAT THE
EURODOLLAR RATE DETERMINED OR TO BE DETERMINED FOR SUCH INTEREST PERIOD WILL NOT
ADEQUATELY AND FAIRLY REFLECT THE COST TO SUCH LENDERS (AS CONCLUSIVELY
CERTIFIED BY SUCH LENDERS) OF MAKING OR MAINTAINING THEIR AFFECTED LOANS DURING
SUCH INTEREST PERIOD,
THE RELEVANT FACILITY AGENT SHALL GIVE TELECOPY OR TELEPHONIC NOTICE THEREOF TO
THE US BORROWER AND THE RELEVANT LENDERS AS SOON AS PRACTICABLE THEREAFTER. IF
SUCH NOTICE IS GIVEN (X) ANY EURODOLLAR LOANS UNDER THE RELEVANT FACILITY
REQUESTED TO BE MADE ON THE FIRST DAY OF SUCH INTEREST PERIOD SHALL BE MADE AS
BASE RATE LOANS, (Y) ANY LOANS UNDER THE RELEVANT FACILITY THAT WERE