the meaning set forth in Section 7.7.
Indemnified Party has the meaning set forth in Section 7.7.
Interest Period means:
(A)
WITH RESPECT TO ANY INITIAL REQUEST BY THE COMPANY FOR A LIBOR
LOAN, A ONE MONTH, TWO MONTH OR THREE MONTH PERIOD COMMENCING ON THE BORROWING
OR CONVERSION DATE WITH RESPECT TO A LIBOR LOAN AND ENDING ONE, TWO OR THREE
MONTHS THEREAFTER, AS APPLICABLE; AND
(B)
THEREAFTER WITH RESPECT TO ANY CONTINUATION OF, OR CONVERSION TO, A
LIBOR LOAN, AT THE OPTION OF THE COMPANY, ANY ONE MONTH, TWO MONTH OR THREE
MONTH PERIOD COMMENCING ON THE LAST DAY OF THE IMMEDIATELY PRECEDING INTEREST
PERIOD APPLICABLE TO SUCH LIBOR LOAN AND ENDING ONE, TWO OR THREE MONTHS
THEREAFTER, AS APPLICABLE;
provided that the foregoing provisions relating to Interest Periods are subject
to the following:
(I)
IF ANY INTEREST PERIOD WOULD OTHERWISE END ON A DAY WHICH IS NOT
A WORKING DAY, THAT INTEREST PERIOD SHALL BE EXTENDED TO THE NEXT SUCCEEDING
WORKING DAY, UNLESS THE RESULT OF SUCH EXTENSION WOULD EXTEND SUCH PAYMENT INTO
10
ANOTHER CALENDAR MONTH IN WHICH EVENT SUCH INTEREST PERIOD SHALL END ON THE
IMMEDIATELY PRECEDING WORKING DAY;
(II)
ANY INTEREST PERIOD THAT BEGINS ON THE LAST WORKING DAY OF A
CALENDAR MONTH (OR ON A DAY FOR WHICH THERE IS NO NUMERICALLY CORRESPONDING DAY
IN THE CALENDAR MONTH, AT THE END OF SUCH INTEREST PERIOD) SHALL END ON THE LAST
WORKING DAY OF A CALENDAR MONTH; AND
(III)
FOR PURPOSES OF DETERMINING THE AVAILABILITY OF INTEREST PERIODS,
SUCH INTEREST PERIODS SHALL BE DEEMED AVAILABLE IF (X) REUTERS QUOTES AN
APPLICABLE RATE OR THE AGENT DETERMINES LIBOR, AS PROVIDED IN THE DEFINITION OF
LIBOR, (Y) LIBOR DETERMINED BY THE AGENT WILL ADEQUATELY AND FAIRLY REFLECT THE
COST OF MAINTAINING OR FUNDING ITS LOANS BEARING INTEREST AT LIBOR, FOR SUCH
INTEREST PERIOD, AND (Z) SUCH INTEREST PERIOD WILL END ON OR BEFORE THE
COMMITMENT TERMINATION DATE.
IF A REQUESTED INTEREST PERIOD SHALL BE
UNAVAILABLE IN ACCORDANCE WITH THE FOREGOING SENTENCE, THE AGENT SHALL SO NOTIFY
THE COMPANY AND THE COMPANY THEREAFTER MAY DESIGNATE A DIFFERENT INTEREST PERIOD
OR, IF NO SUCH OTHER INTEREST PERIODS ARE AVAILABLE, INTEREST SHALL BE
CALCULATED ON THE OUTSTANDING PRINCIPAL AMOUNT OF ALL REVOLVING LOANS AT THE
APPLICABLE PER ANNUM RATE BASED UPON THE BASE RATE.
Lenders has the meaning set forth in the preamble to this Agreement.
LIBOR means, with respect to any Interest Period, the rate per annum equal to
the rate that appears on Reuters Page LIBOR 01 (or on any successor or any
substitute page of such service, or any successor to or substitute for such
service providing rate quotations comparable to those currently provided on such
page of such service, as determined by the Agent from time to time for purposes
of providing quotations of interest rates applicable to Dollar deposits in the
London interbank market) at approximately 11 A.M. (London, England time) two (2)
Business Days before the first day of such Interest Period