to such Borrowing, which Interest Period shall, at
the option of the Borrower (but otherwise subject to clause (y) of the provisos
appearing in Sections 1.01(a)(ii) and 1.01(c)(ii) and clause (iii) of the
proviso appearing in Section 1.06), be a one, two, three, six or, to the extent
available to all Lenders with a Commitment and/or outstanding Loans under the
respective Facility, nine or twelve month period (or, in the case of the initial
Interest Period for Delayed-Draw Term Loans or Incremental B Term Loans, such
other period (not to exceed one-month) acceptable to the Administrative
Agent).
Notwithstanding anything to the contrary contained above:
(I)
THE INITIAL INTEREST PERIOD FOR ANY BORROWING OF EURODOLLAR LOANS
SHALL COMMENCE ON THE DATE OF SUCH BORROWING (INCLUDING THE DATE OF ANY
CONVERSION FROM A BORROWING OF BASE RATE LOANS) AND EACH INTEREST PERIOD
OCCURRING THEREAFTER IN RESPECT OF SUCH BORROWING SHALL COMMENCE ON THE DAY ON
WHICH THE NEXT PRECEDING INTEREST PERIOD EXPIRES;
(II)
IF ANY INTEREST PERIOD BEGINS ON A DAY FOR WHICH THERE IS NO
NUMERICALLY CORRESPONDING DAY IN THE CALENDAR MONTH AT THE END OF SUCH INTEREST
PERIOD, SUCH INTEREST PERIOD SHALL END ON THE LAST BUSINESS DAY OF SUCH CALENDAR
MONTH;
(III)
IF ANY INTEREST PERIOD WOULD OTHERWISE EXPIRE ON A DAY WHICH IS
NOT A BUSINESS DAY, SUCH INTEREST PERIOD SHALL EXPIRE ON THE NEXT SUCCEEDING
BUSINESS DAY, PROVIDED THAT IF ANY INTEREST PERIOD WOULD OTHERWISE EXPIRE ON A
DAY WHICH IS NOT A BUSINESS DAY BUT IS A DAY OF THE MONTH AFTER WHICH NO FURTHER
BUSINESS DAY OCCURS IN SUCH MONTH, SUCH INTEREST PERIOD SHALL EXPIRE ON THE NEXT
PRECEDING BUSINESS DAY;
(IV)
NO INTEREST PERIOD WITH RESPECT TO A BORROWING OF RF LOANS, B TERM
LOANS OR DELAYED-DRAW B TERM LOANS SHALL EXTEND BEYOND THE MATURITY DATE FOR THE
RESPECTIVE FACILITY OF LOANS; AND
(V)
NO INTEREST PERIOD MAY BE ELECTED AT ANY TIME WHEN A DEFAULT UNDER
SECTION 8.01 OR AN EVENT OF DEFAULT IS THEN IN EXISTENCE IF THE ADMINISTRATIVE
AGENT OR THE REQUIRED LENDERS SHALL HAVE DETERMINED IN ITS OR THEIR SOLE
DISCRETION NOT TO PERMIT SUCH ELECTION.
(B)
IF UPON THE EXPIRATION OF ANY INTEREST PERIOD, THE BORROWER HAS
FAILED TO (OR MAY NOT) ELECT A NEW INTEREST PERIOD TO BE APPLICABLE TO THE
RESPECTIVE BORROWING OF EURODOLLAR LOANS AS PROVIDED ABOVE, THE BORROWER SHALL
BE DEEMED TO HAVE ELECTED TO CONVERT SUCH BORROWING INTO A BORROWING OF BASE
RATE LOANS EFFECTIVE AS OF SUCH EXPIRATION.
1.10
Increased Costs, Illegality, etc.
(a)
In the event that (x) in the case
of clause (i) below, the Administrative Agent or (y) in the case of clauses (ii)
and (iii) below, any Lender shall have determined (which determination shall,
absent manifest error, be final and conclusive and binding upon all parties
hereto):
10
(I)
ON ANY DATE FOR DETERMINING THE EURODOLLAR RATE FOR ANY INTEREST
PERIOD THAT, BY REASON OF ANY CHANGES ARISING AFTER THE EFFECTIVE DATE AFFECTING
THE INTERBANK EURODOLLAR MARKET, ADEQUATE