ON THE THIRD BUSINESS DAY PRIOR TO THE EXPIRATION OF AN INTEREST
PERIOD APPLICABLE TO A BORROWING OF EURODOLLAR LOANS, THE BORROWER SHALL HAVE
THE RIGHT TO ELECT BY GIVING THE ADMINISTRATIVE AGENT WRITTEN NOTICE (OR
TELEPHONIC NOTICE PROMPTLY CONFIRMED IN WRITING) THE INTEREST PERIOD APPLICABLE
TO SUCH BORROWING, WHICH INTEREST PERIOD SHALL, AT THE OPTION OF THE BORROWER BE
A ONE, TWO, THREE, SIX OR (IF AVAILABLE TO ALL RELEVANT LENDERS MAKING SUCH
LOANS AS DETERMINED BY SUCH LENDERS IN GOOD FAITH BASED ON PREVAILING MARKET
CONDITIONS) A NINE OR TWELVE MONTH PERIOD, PROVIDED THAT THE INITIAL INTEREST
PERIOD MAY BE FOR A PERIOD LESS THAN ONE MONTH IF AGREED UPON BY THE BORROWER
AND THE JOINT LEAD ARRANGERS.
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 ABR 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 RELATING TO A
BORROWING OF EURODOLLAR CREDIT LOANS BEGINS ON THE LAST BUSINESS DAY OF A
CALENDAR MONTH OR 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 THE CALENDAR MONTH AT THE
END OF SUCH INTEREST PERIOD;
(III)
IF ANY INTEREST PERIOD WOULD OTHERWISE
EXPIRE ON A DAY THAT IS NOT A BUSINESS DAY, SUCH INTEREST PERIOD SHALL EXPIRE ON
THE NEXT SUCCEEDING BUSINESS DAY, PROVIDED THAT IF ANY INTEREST PERIOD IN
RESPECT OF A EURODOLLAR LOAN WOULD OTHERWISE EXPIRE ON A DAY THAT 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; AND
(IV)
THE BORROWER SHALL NOT BE ENTITLED TO ELECT
ANY INTEREST PERIOD IN RESPECT OF ANY EURODOLLAR LOAN IF SUCH INTEREST PERIOD
WOULD EXTEND BEYOND THE APPLICABLE MATURITY DATE OF SUCH LOAN.
37
2.10.
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 REASONABLY DETERMINED (WHICH
DETERMINATION SHALL, ABSENT CLEARLY DEMONSTRABLE ERROR, BE FINAL AND CONCLUSIVE
AND BINDING UPON ALL PARTIES HERETO):
(I)
ON ANY DATE FOR DETERMINING THE
EURODOLLAR RATE FOR ANY INTEREST PERIOD THAT (X) DEPOSITS IN THE PRINCIPAL
AMOUNTS OF THE LOANS COMPRISING SUCH EURODOLLAR BORROWING ARE NOT GENERALLY
AVAILABLE IN THE RELEVANT MARKET OR (Y) BY REASON OF ANY CHANGES ARISING ON OR
AFTER THE CLOSING DATE AFFECTING THE INTERBANK EURODOLLAR MARKET, ADEQUATE AND
FAIR MEANS DO NOT EXIST FOR ASCERTAINING THE APPLICABLE INTEREST RATE ON THE
BASIS PROVIDED FOR IN THE DEFINITION OF EURODOLLAR RATE; OR
(II)