Fee
Percentage or any change in the LC Commission as a result of a change in the
Borrower's Most Recent Leverage Ratio shall become effective on the date upon
which such change in such ratio occurs.
3.4
INTEREST PERIODS
At the time it gives any Notice of Borrowing or a Notice of Conversion or
Continuation with respect to any Borrowing bearing interest with reference to
the Eurocurrency Rate, the Borrower shall elect, by giving the Administrative
Agent written notice, the interest period (each an "Interest Period") applicable
thereto, which Interest Period shall, at the option of the Borrower, be one,
two, three or six months or, if available or otherwise satisfactory to each of
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the applicable Lenders (as determined by each such applicable Lender in its sole
discretion) a nine or twelve month period, provided that:
(I)
ALL EUROCURRENCY LOANS COMPRISING A SINGLE BORROWING SHALL AT ALL
TIMES HAVE THE SAME INTEREST PERIOD;
(II)
THE INITIAL INTEREST PERIOD FOR ANY EUROCURRENCY LOAN SHALL
COMMENCE ON THE DATE OF SUCH BORROWING OF SUCH EUROCURRENCY LOAN (INCLUDING THE
DATE OF ANY CONVERSION THERETO FROM A LOAN OF A DIFFERENT TYPE) AND EACH
INTEREST PERIOD OCCURRING THEREAFTER IN RESPECT OF SUCH EUROCURRENCY LOAN SHALL
COMMENCE ON THE LAST DAY OF THE IMMEDIATELY PRECEDING INTEREST PERIOD;
(III)
IF ANY INTEREST PERIOD RELATING TO A EUROCURRENCY LOAN 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;
(IV)
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, HOWEVER, THAT IF ANY INTEREST PERIOD FOR A EUROCURRENCY
LOAN 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;
(V)
AT ANY TIME WHEN AN EVENT OF DEFAULT IS THEN IN EXISTENCE, NO
INTEREST PERIOD (A) OF MORE THAN ONE MONTH MAY BE SELECTED WITH RESPECT TO ANY
LOAN DENOMINATED IN AN ALTERNATIVE CURRENCY AND (B) MAY BE SELECTED WITH RESPECT
TO ANY LOAN DENOMINATED IN DOLLARS;
(VI)
NO INTEREST PERIOD SHALL EXTEND BEYOND THE APPLICABLE TERM
MATURITY DATE FOR ANY TERM LOAN OR THE REVOLVER TERMINATION DATE FOR ANY
REVOLVING LOAN; AND
(VII)
NO INTEREST PERIOD IN RESPECT OF ANY BORROWING OF TERM LOANS FOR
ANY TERM FACILITY SHALL BE SELECTED WHICH EXTENDS BEYOND ANY DATE UPON WHICH A
SCHEDULED TERM REPAYMENT WILL BE REQUIRED TO BE MADE UNDER SECTION 4.4(B) FOR
SUCH TERM FACILITY IF THE AGGREGATE PRINCIPAL AMOUNT OF ALL TERM LOANS WHICH
HAVE INTEREST PERIODS WHICH WILL EXPIRE AFTER SUCH DATE WILL BE IN EXCESS OF THE
AGGREGATE PRINCIPAL AMOUNT OF TERM B LOANS THEN OUTSTANDING LESS THE AGGREGATE
AMOUNT OF SUCH REQUIRED PREPAYMENT.
Notwithstanding